Exhibit 99.2
BY-LAWS OF HENAN ZHONGPIN FOOD SHARE CO., LTD.
Approved by the Special Shareholders' Meeting on May 23, 2005
CHAPTER I GENERAL PROVISIONS
Article 1 In order to protect the legal interests of the Company, its
shareholders and its creditors, and for the purpose of standardizing the
organization and activities of the Company, these By-Laws are made pursuant to
Company Law of the People's Republic of China ("Company Law") and other related
regulations.
Article 2 The Company is a share limited company (the "Company") established
pursuant to Company Law and other related regulations.
Article 3 The registered name of the Company:
(Chinese full name) HENAN ZHONGPIN SHIYE GUFEN YOUXIAN GONGSI
(English full name) Henan Zhongpin Food Share Co., Ltd.
Article 4 The address of the Company: 21 Changshe Road, Changge City, Henan
Province, China. Postal Code 461500
Article 5 The registered capital of the Company is RMB (Y)15.04 million [US
$1.82 million at the exchange rate of US $1 = RMB (Y)8.27].
Article 6 The Company is a share limited company of permanent duration.
Article 7 The Chairman of the Board of Directors is the Legal Representative
of the Company.
Article 8 The total assets of the Company are divided into shares of equal
amount. A shareholder shall be liable to the debts of the Company up to the
shareholder's contribution to the Company as represented by the shares held by
the shareholder. The Company shall be liable to the debts of the Company up to
the total asssets of the Company.
Article 9 Upon the date when these By-Laws come into effect, they shall become
a legally binding document that regulates the corporate organization and
activities, the rights and obligations between the Company and its shareholders,
and the obligations and duties among the shareholders.
Article 10 Officers as used in these By-Laws refer to the Company's general
manager, vice general manager, secretary to the board of directors, and the
individuals who oversees the finance of the Company.
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CHAPTER II PURPOSE AND SCOPE OF BUSINESS
Article 11 The Company's purpose of business is to base its operations on the
industrialized management of agriculture, to perfect a standardized system, and
to participate in the competition and labor division in the international as
well as domestic markets; to strengthen cooperation and consolidation [within
the industry] by benefiting from other companies' advantages and vice versa, and
to accomplish the transplant of brand names; to carry out low-cost expansion
through transformation of resources; to establish the enterprise's technological
platform and form the enterprise's long-term competitive advantages by combining
industry, academics and research, so that the Company can further develop and
create substantial returns for all of its shareholders.
Article 12 The Company's scope of business: domestic animals and poultry
processing and the products, animal oil processing, aquatic products, drinking
water, fast frozen food and vegetables, canned meat and vegetables, export
business dealing with products produced by the enterprise, import business
dealing with raw and auxiliary materials, machinery, instruments and meters and
accessories and parts necessary to the production as well as scientific research
of the enterprise (excluding products and technologies the company is restricted
from dealing with or prohibited from importing or exporting by the state);
processing supplied materials, assembling supplied parts, manufacturing on the
basis of supplied designs, and compensation trade.
CHAPTER III SHARES
Section 1 Capital Structure
Article 13 The Company raises its capital through its promoters' subscriptions
to its shares.
Article 14 The capital of the share limited company is divided into shares,
with every share representing the same amount of capital. The shares of the
Company take the form of stock certificates.
Article 15 The shares of the Company are treated on the principles of openness,
fairness and justness. Shareholders with the same number and class of shares of
the Company shall enjoy the same rights and the same interests.
Article 16 The par value of the Company's stock certificates is designated in
RENMINBI [RMB], with par value being RMB (Y)1 per share. All shares are of
common stock.
Article 17 The total capital of the Company is RMB (Y)15.04 million [US $1.82
million at the exchange rate of US $1 = RMB (Y)8.27]. The number of shares held
by each shareholders is as follows:
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Name of the Address ID/Certificate Number Number of Ownership
Shareholder Shares Held Percentage (%)
- --------------------------------------------------------------------------------------------------------------
Henan Zhongpin Food South of the Middle part of 4100001008403 13,536,000 90.000
Co., Ltd. Changxing Rd., Changge City,
Henan Province
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Zhu Xianfu 96 87th Road, Bureau of 411022630914721 1076939 7.160
Construction Affairs,
Changge City, Henan Province
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Ben Baoke 62 Wenming Street, 411022631015733 111994 0.745
Heshangqiao Township,
Changge City, Henan Province
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Si Shuichi 24 Renmin Road, Bureau of 411022630809721 79358 0.528
Construction Affairs,
Changge City, Henan Province
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Wang Qinghe 21 Changshe Road, 411022700825728 81817 0.544
Heshangqiao Township,
Changge City, Henan Province
- --------------------------------------------------------------------------------------------------------------
Liu Chaoyang 2 Qinggong Road, Heshangqiao 411022620417721 82942 0.511
Township, Changge City,
Henan Province
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Wang Juanjuan 21 Changshe Road, 411022720520723 70950 0.472
Heshangqiao Township,
Changge City, Henan Province
- --------------------------------------------------------------------------------------------------------------
Total 15040000 100
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Article 18 Neither the Company nor its subsidiaries (including affiliated
enterprises of the Company) may provide any financial support to a purchaser or
a potential purchaser of the shares of the Company through forms such as gift,
contribution, guarantee, compensation or loan.
Section 2 Increase and Decrease of Capital
Article 19 The Company may decide, according to the needs of its operations and
development and in compliance with the provisions of laws and regulations,
following resolutions passed by shareholders' meetings in each separate case, to
increase its capital in the following manners:
(i) by issuing shares to the public;
(ii) by distributing shares to existing shareholders;
(iii) by distributing stock dividend to existing shareholders;
(iv) by increasing the Company's capital reserve; and
(v) by any other means authorized under the provisions of laws and
administrative regulations and/or by the securities authority
of the State Council
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Article 20 Under the By-Laws, the Company may decrease its registered capital.
The Company shall decrease its registered capital by following the procedures
provided by Company Law, other related regulations, and the Company's By-Laws.
Section 3 Stock Transfer
Article 21 The stock of the Company may be transferred in accordance with the
law.
Article 22 The Company will not accept its own share certificates as security
collateral.
Article 23 The Company's directors, supervisors, and managers shall report to
the Company their holdings in the stock of this Company. The shares held by
these individuals shall not be transferred while they are holding their
respective office with the Company and within the first six months after their
termination.
CHAPTER IV SHAREHOLDERS AND SHAREHOLDERS' MEETING
Section 1 Shareholders
Article 24 A shareholder of the Company is a person holding stock of the
Company in compliance with th0e law. Shareholders enjoy their rights and are
responsible for their obligations in accordance with their stock holding.
Article 25 The stock ledger is a sufficient proof to evidence a shareholder's
holding of the stock of the Company.
Article 26 When the Company convenes a shareholders' meeting, distributes
dividend, liquidates or engages in other activities where stock ownership needs
to be recognized, the board of directors has the authority to designate a
certain date as the date for stock ownership registration. Registered
shareholders at the end of the date for stock ownership registration are
shareholders of the Company.
Article 27 The shareholders of the Company enjoy the following rights:
(i) to acquire dividend and other forms of interest distribution
based on his or her percentage of stock ownership;
(ii) to participate in or designate a proxy to participate in a
shareholders' meeting;
(iii) to exercise its voting right based on his or her percentage of
stock ownership;
(iv) to monitor the operations of the Company and to make
recommendations or inquiries;
(v) to transfer, bequeath, or hypothecate his or her stock in
accordance with the provisions of the laws, administrative
regulations or the Company's By-Laws;
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(vi) to obtain information in accordance with the provisions of the
laws or the Company's By-Laws, including,
(1) obtaining a copy of the Company's By-Laws after paying
the cost; and
(2) inspecting and copying, after paying reasonable fees,
i. his or her own stock holding record;
ii. minutes of the shareholders' meetings;
iii. the annual report [of the Company]; and
iv. the total amount of the Company's capital and the
Company's capital structure.
(vii) upon the dissolution or liquidation of the Company, to
participate in the distribution of the Company's property
based on his or her percentage of stock ownership; and
(viii) other rights granted by the law, administrative regulations,
and the Company's By-Laws.
Article 28 In requesting information or documents in accordance with the
previous article, a shareholder shall provide the Company with a written
document that can prove the class of the Company's stock held by the shareholder
and the number of shares held by the shareholder. Upon verifying the identity of
the shareholder, the Company shall provide information or documents to the
shareholder according to his or her requests.
Article 29 In case a shareholders' meeting or a resolution of the board of
directors violates the law or administrative regulations or injures a
shareholder's legitimate interest, the shareholder has the right to initiate a
lawsuit with the People's Court to stop said unlawful activity and tortious
activity.
Article 30 A shareholder of the Company has the following obligations:
(i) to observe the Company's By-Laws;
(ii) to contribute capital in accordance with the shares the
shareholder has pledged to purchase and the method by which
the shareholder acquires the shares;
(iii) not to redeem his or her shares unless in situations where
redemption is permitted by the provisions of the law and
regulations; and
(iv) other obligations under the provisions of the laws and
regulations.
Article 31 A shareholder who owns more than 5% of voting shares of the Company,
if he or she has hypothecated his or her shares, shall submit a written report
to the Company within three days of the occurrence of said event.
Article 32 In exercising their voting rights, the controlling shareholder(s) of
the Company may not make provisions that would be detrimental to the legitimate
interests of the Company and other shareholders.
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Section 2 Shareholders' Meeting
Article 33 The shareholders' meeting is the Company's governing body and
exercises the following powers in accordance with the law:
(i) to decide the operational strategies and investment plans of
the Company;
(ii) to elect and change directors, and decide directors'
compensations;
(iii) to elect and change supervisors who are shareholders, and
decide such supervisors' compensations;
(iv) to review, discuss, and approve reports of the board of
directors;
(v) to review, discuss, and approve reports of the board of
supervisors;
(vi) to review, discuss, and approve the Company's annual
financial budget plan, and final account plan;
(vii) to review, discuss, and approve the Company's plan for
distributing its profits and making up its losses;
(viii) to pass resolutions on an increase or decrease of the
Company's registered capital;
(ix) to pass resolutions on the issuance of corporate bonds;
(x) to pass resolutions on matters such as mergers, split-ups,
dissolution and liquidation of the Company;
(xi) to amend the Company's By-Laws;
(xii) to pass resolutions on the Company's decision to retain or
to terminate an accounting firm;
(xiii) to review and discuss proposals of shareholder(s) who owns no
less than 5% of the Company's outstanding shares; and
(xiv) to review and discuss other matters that should be decided
by the shareholders' meeting in accordance with the
provisions of the laws and regulations.
Article 34 The shareholders' meeting can take the form of an annual
shareholders' meeting or a special shareholders' meeting. The annual
shareholders' meeting is convened once every year and shall be held within six
months after the end of the previous accounting year.
Article 35 In any of the following situations, the Company may hold a special
shareholders' meeting within two months of the occurrence of the event:
(i) The number of directors is less than the minimum legal number
required by Company Law or less than 2/3 of the number
required by the By-Laws;
(ii) The losses of the Company that the Company has failed to make
up reaches 1/3 of the total amount of the Company's capital;
(iii) Shareholders holding, separately or jointly, 10% of the
voting shares (excluding voting proxy) of the Company make a
written request for such a meeting;
(iv) The board of directors considers such a meeting necessary; or
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(v) The board of supervisors recommends such a meeting. In
reference to (iii) above, the number of shares owned by a
shareholder or shareholders are calculated on the date in
which the shareholder(s) submit the written request.
Article 36 Special shareholders' meeting may pass resolutions only on matters
included in the notice for the said shareholders' meeting.
Article 37 Shareholders' meetings are to be convened by the board of directors
in accordance with the law, and are to be presided over by the chairman of the
board of directors. When the chairman of the board of directors cannot execute
his or her office, the chairman shall designate a director to preside over the
meeting. When the chairman cannot attend the meeting and fails to designate a
person instead, the board of directors shall designate a director to preside
over the meeting. When the board of directors fails to designate the chairman
for the meeting, the shareholders attending the meeting shall select a
shareholder to preside over the meeting. If for any reason the shareholder thus
selected cannot preside over the meeting, the shareholder attending the meeting
who has the greatest number of voting shares shall preside over the meeting.
Article 38 When the Company is to hold a shareholders' meeting, the board of
directors shall notify the registered shareholders of the Company 30 days in
advance before the meeting.
Article 39 A notice for a shareholders' meeting shall include the following
items:
(i) the date, place and duration of the meeting;
(ii) matters submitted for review and discussion in the meeting;
(iii) a statement in conspicuous characters that all shareholders
shall have the right to attend the shareholders' meeting and
may designate a proxy to attend the meeting and participate in
voting.
(iv) the date of stock ownership registration on which those
shareholders who have the right to attend the meeting shall
register themselves; and
(v) the name and telephone number of a regular contact person in
charge of matters relating to the shareholders' meeting.
Article 40 A shareholder may attend a shareholders' meeting in person, and a
shareholder may also designate a proxy to represent him or her in attending the
meeting and in voting. Said proxy may not be a shareholder of the Company.
A shareholder shall use a written document to designate his or her
proxy. The designor or his or her agent designated to be so by a written
document shall sign said written document. If the designor is a legal person, it
shall attach its legal person stamp to the written document or shall have a
formally designated agent to sign said written document on its behalf.
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Article 41 When an individual shareholder attends a meeting in person, said
shareholder shall produce his or her ID and proof of stock ownership. When a
proxy attends a meeting, said proxy shall produce his or her ID, the proxy, and
the proof stock ownership.
A shareholder who is a legal person shall attend a meeting through
its legal representative or an agent designated by its legal representative.
Article 42 The proxy issued by a shareholder whereby the shareholder designates
another person to attend a shareholders' meeting in his or her place shall
include the following items:
(i) the name of the proxy;
(ii) whether the shareholder has the right to vote;
(iii) instructions as to whether the shareholder wants to vote yes
or no or to abstain from voting with respect to each item
listed in the agenda of the shareholders' meeting;
(iv) whether the shareholder has the right to vote on a special
proposal that could be included in the agenda of the
shareholders' meeting, and if there is such a voting right,
detailed instructions as to how to exercise said voting right;
(v) the date of issuance and the date of expiry of the proxy; and
(vi) the signature of the designor. If the designor is a legal
person shareholder, there should be a stamp of the legal
person attached. The proxy should also indicate whether the
shareholder's proxy may vote in his or her own discretion if
the shareholder does not make detailed instructions [on
voting].
Article 43 The Company shall be responsible for having a signing book for
attendees of a shareholders' meeting made. Said signing book shall record the
names of those who attend the meeting (including the names of the units), their
ID number, their address, the number of shares with voting rights that are held
or represented by an attendee, the name of a shareholder who is represented (or
the name of the unit), and other items.
Article 44 When the board of supervisors or shareholders request a special
shareholders' meeting, the following procedures shall be followed:
(i) One or several written requests with the same format and
content shall be signed, where the board of directors is
requested to convene a special shareholders' meeting and the
subjects for the meeting shall be explained. Upon receiving
said written request, the board of directors shall issue a
notice that convenes a special shareholders' meeting as soon
as practicable; and
(ii) If within 30 days of receiving said written request, the board
of directors fails to issue any notice that convenes a special
meeting, the board of supervisors or the shareholders who
requested the
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special meeting may, within three months of the receipt by the
board of directors of said request, convene a special
shareholders' meeting by itself or themselves. The procedure
by which the meeting is called for shall follow the procedure
by which the board of directors convenes a shareholders'
meeting wherever possible.
When the board of supervisors or shareholders convene a
shareholders' meeting by itself or themselves because the board of directors
fails to hold the meeting in response to said written request from them, the
Company shall provide necessary assistance to the board of supervisors or the
shareholders and shall be responsible for the cost of the meeting.
Article 45 After the notice for a shareholders' meeting is sent out, the board
of directors shall not change the date of the shareholders' meeting except for
FORCE MAJEURE or other unanticipated events. When the date of a shareholders'
meeting needs to be changed due to FORCE MAJEURE, the date of stock ownership
registration shall not be changed for this reason.
Article 46 When the number of directors is less than the minimum legal number
required by Company Law or less than 2/3 of the number required by the By-Laws,
or when the losses of the Company that the Company has failed to make up reaches
1/3 of the total amount of the Company's capital, the board of supervisors or
shareholders may convene a special shareholders' meeting by itself or
themselves.
Section 3 Proposals for Shareholders' Meetings
Article 47 When the Company holds a shareholders' meeting, shareholders who own
or jointly own no less than 5% of the outstanding shares of the Company have the
right to submit new proposals to the Company.
Article 48 Proposals for a shareholders' meeting shall meet the following
requirements:
(i) The content of the proposal does not contravene the provisions
of the law, regulations and the By-Laws, and falls within the
scope of business of the Company and the scope of authority of
the shareholders' meeting;
(ii) The proposal shall have a specific subject and detailed items
for resolution; and (iii) The proposal shall be submitted or
delivered to the board of directors in written form.
Article 49 The board of directors of the Company shall review proposals for a
shareholders' meeting in accordance with the provisions of the previous article
and shall in making said review be guided by the maximum interest of the Company
and its shareholders.
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Article 50 If the board of directors decides by resolution not to include a
certain proposal for a shareholders' meeting in the meeting's agenda, the board
shall explain its decision in the same shareholders' meeting, and shall, after
the shareholders' meeting, publish the content of the proposal and the
explanation of the board of directors, along with the resolution of the
shareholders' meeting.
Article 51 In the event that a shareholder who made a proposal disputes the
decision by the board of directors not to include the proposal in the agenda of
the shareholders' meeting, the shareholder may convene a special shareholders'
meeting in accordance with the procedures provided in these By-Laws.
Section 4 Resolutions of Shareholders' Meetings
Article 52 Shareholders (including proxies) exercise their voting right based
on the number of voting shares represented by them. Each share carries one vote.
Article 53 Resolutions of shareholders' meetings include general resolutions
and special resolutions. A general resolution of a shareholders' meeting shall
be passed by no less than 1/2 of the votes held by the shareholders (including
proxies) who attend the shareholders' meeting. A special resolution of a
shareholders' meeting shall be passed by no less than 2/3 of the votes held by
the shareholders (including proxies) who attend the shareholders' meeting.
Article 54 A shareholders' meeting may take action on the following items by
passing a general resolution:
(i) work reports of the board of directors and the board of
supervisors;
(ii) plans for distributing profit and plans for making up losses
drafted by the board of directors;
(iii) appointment, termination and compensation of members of the
board of directors and the board of supervisors;
(iv) the annual budget plan and the final account plan of the
Company;
(v) the annual report of the Company; and
(vi) other matters except those which shall be passed through a
special resolution in accordance with the provisions of the
laws and administrative regulations.
Article 55 A shareholders' meeting may take action on the following items by
passing a special resolution:
(i) the Company's increase or decrease of its registered capital;
(ii) the issuance of corporate bonds;
(iii) the split-ups, mergers, dissolution and liquidation of the
Company;
(iv) the amendment of the By-Laws of the Company;
(v) the repurchase of the Company's own shares; and
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(vi) other matters that the shareholders' meeting determine will be
of significant impact on the Company and need to be passed
through special resolutions.
Article 56 Except with the approval of a shareholders' meeting in the form of a
special resolution, the Company shall not enter into a contract whereby the
Company transfers to anyone who is not a director, manager, or other type of
officer the management of all or significant operations of the Company.
Article 57 The list of candidates for directorship and supervisorship shall be
submitted, in the form of a proposal, to a shareholders' meeting for a
resolution.
The board of directors shall provide the shareholders with the
resume and other basic information about a candidate for directorship or
supervisorship.
Article 58 A shareholders' meeting shall vote with open ballots.
Article 59 The votes on each matter reviewed and discussed shall be counted by
at least two shareholder representatives and one supervisor and the result of
the voting shall be announced on the spot.
Article 60 The president of the meeting shall announce the result of a voting
at the meeting. The voting result on a resolution shall be recorded in the
minutes of that meeting.
Article 61 In the event that the president of the meeting has any doubt
concerning the result of the voting on a resolution, he or she may recount the
ballots cast in the voting. In the absence of a recount by the president of the
meeting and in the event that a shareholder or a proxy attending the meeting
disputes the voting resulted announced by the president of the meeting, the
shareholder or proxy has the right to demand a recount immediately after the
voting result is announced and the president of the meeting shall promptly
recount the ballots accordingly.
Article 62 Except where business secrets of the Company are involved and so may
not be publicly disclosed in a shareholders' meeting, the board of directors and
the board of supervisors shall reply to or explain their responses to inquiries
and recommendations from shareholders.
Article 63 A shareholders' meeting shall keep its minutes. The minutes of the
meeting shall record the following items:
(i) the number of voting shares [represented by shareholders or
proxies] attending the shareholders' meeting, and the
percentage of such shares in the total shares of the Company;
(ii) the date and place where the meeting takes place;
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(iii) the name of the president of the meeting and the agenda of the
meeting;
(iv) the main points of each speaker on each item reviewed and
discussed;
(v) the result of voting on each matter that is submitted for
voting;
(vi) shareholders' inquiries, comments and recommendations as well
as the replies and explanations of the board of directors and
the board of supervisors; and
(vii) other content that the shareholders' meeting considers proper
to be included in the minutes of the meeting.
Article 64 The minutes of a shareholders' meeting shall be signed by directors
who have attended the meeting and by the reporter, and shall be kept as
corporate file by the secretary of the board of directors.
Article 65 The number of people who attended a shareholders' meeting, the
number of shares held by attending shareholders, proxies, the result of voting
on each matter submitted for voting, the minutes of the meeting, and the
legality of the procedures of the meeting may be notarized.
CHAPTER V THE BOARD OF DIRECTORS
Section 1 The Board of Directors
Article 66 The Company shall establish a board of directors, which is the
standing governing body of the Company and which is accountable to the
shareholders' meeting.
Article 67 The Company's board of directors shall have an odd number of
directors. It shall comprise of 5 or more directors and it shall have one
chairman.
Article 68 The board of directors has the following powers:
(i) to be responsible for calling for a shareholders' meeting,
and to present a work report to the meeting;
(ii) to execute resolutions of the shareholders' meeting;
(iii) to determine the operational strategies and investment plans
of the Company;
(iv) to draft the annual budget plan and the final account plan
of the Company;
(v) to draft the Company's plan for distributing profits and for
making up losses;
(vi) to draft the Company's plan to increase or decrease its
registered capital, to issue bonds or other securities and
to become a public company;
(vii) to draft the Company's plan for major acquisitions or
mergers, split-ups and dissolution;
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(viii) within the scope of authorization by the shareholders'
meeting, to decide on the Company's venture investment,
hypothecation of the Company's assets and other matters
related to guarantee;
(ix) to decide on the setup of the Company's internal
administrative structure;
(x) to engage or dismiss the Company's manager, the secretary of
the board of directors, and based on the nomination of the
manager, to engage or dismiss the Company's vice manager,
financial officers and other officers, and to determine
their compensations, awards, and penalties;
(xi) to draft the basic administrative system of the Company;
(xii) to draft amendments of the Company's By-Laws;
(xiii) to manage the disclosure of the Company's information;
(xiv) to propose to the shareholders' meeting the employment or
change of the Company's auditing firm;
(xv) to hear work reports from the Company manager and to review
the manager's work; and
(xvi) other powers granted by the law, regulations and the
shareholders' meeting.
Article 69 The Company's board of directors shall explain to the shareholders'
meeting about any audit report, issued by a certified account, on the Company's
financial report if said audit report contains reservations;
Article 70 The board's rules for conducting discussions and deliberations shall
ensure the efficiency and scientific decision-making process of the board of
directors.
Article 71 The board of directors shall determine the limits of authority for
the board to make venture investment by using the Company's assets. The board
shall establish strict review and decision-making process, and in the case of
significant investment projects shall organize experts and professionals to make
assessment, and shall submit such investment plans to the shareholders' meeting
for approval.
Article 72 The chairman of the board of directors shall be a director of the
Company, and shall be elected or terminated by the simple majority of all
directors.
Article 73 The chairman exercises the following powers:
(i) to preside over shareholders' meeting and to convene and
preside over meetings of the board of directors;
(ii) to supervise and review the execution of resolutions of the
board of directors;
(iii) to sign the Company's share certificates, bond certificates,
and other securities;
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(iv) to sign important documents of the board of directors and
other documents that should be signed by the legal
representative of the Company;
(v) to execute the office of the legal representative;
(vi) in the event of emergencies caused by FORCE MAJEURE such as
egregious natural disasters, to exercise special discretion
over the Company's affairs in accordance with the provisions
of the laws and the interests of the Company, and to report
after the event to the Company's board of directors and the
shareholders' meeting; and
(vii) other powers granted by the board of directors.
Article 74 In the event that the chairman is unable to execute his or her
office, the chairman shall designate a director to execute the chairman's office
in his or her place.
Article 75 The board of directors shall hold at least two meetings each year,
which shall be called for by the chairman and the notice of which shall be sent
to all directors through a written notice at least 10 days before the date of
the meeting.
Article 76 Under any of the following circumstances, the chairman shall convene
a special board meeting within 15 business days:
(i) when the chairman deems such a meeting necessary;
(ii) when 1/3 or more directors jointly propose such a meeting;
(iii) when the board of supervisors propose such a meeting; or
(iv) when the manager proposes such a meeting.
Article 77 The notice for a special board meeting can be sent through delivery
by public announcement or mail delivery. The notice must be at least 7 days in
advance.
In any of the situation as provided in (ii) through (iv) of the
previous article, in the event that the chairman is unable of performing his
duty, he or she shall designate a director to convene the special board meeting.
In the event that the chairman fails to perform his duty without cause, and
fails to designate a specific individual to perform the duty in his or her
place, 1/2 or more of the directors may jointly recommend a director to convene
the meeting.
Article 78 The notice for a board meeting shall include the following items:
(i) the date and place of the meeting;
(ii) the duration of the meeting;
(iii) the reasons for and subjects of the meeting; and
(iv) the specific date of issuance of said notice.
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Article 79 A board meeting cannot take place without at least 1/2 or more of
the directors present. Any resolution of the board shall be passed by a simple
majority of all the directors.
Article 80 Provided that it is ensured that directors may fully express their
views, a special board meeting may be conducted via facsimile and may pass
resolutions via facsimile. The attending directors may sign via facsimile as
well.
Article 81 A board meeting shall be attended by the directors themselves. In
the event that a director is unable to attend a board meeting for some reason,
the director may designate through a written document another director as his or
her agent to attend the meeting.
The power of attorney shall indicate the name of the agent, the
matter or matters in which the agent is to act on behalf of the director, the
scope of authority and the duration of said power of attorney, and shall bear
the signature or stamp of the principal.
A director who attends a board meeting shall exercise his or her
rights within the scope of his or her authority. A director who does not attend
a board meeting and who does not designate an agent to attend the meeting on his
or her behalf is deemed to have relinquished his or her voting right in said
meeting.
Article 82 The format of voting on a resolution in a board meeting: each
director has one vote.
Article 83 A board meeting shall be recorded in minutes, which shall be signed
by attending directors and the reporter. An attending director has the right to
request that an explanation about his or her speech be recorded in said minutes.
The minutes of a board meeting shall be kept as corporate file by the secretary
of the board of directors. The minutes of a board meeting shall be maintained as
a permanent record.
Article 84 The minutes of a board meeting shall include the following items:
(i) the date and place of the meeting and the name of the person
who convenes the meeting;
(ii) the names of the directors who attend the meeting as well as
the names of the directors (agents) who attend the meeting on
behalf of other directors;
(iii) the agenda of the meeting;
(iv) the main points of directors' speeches; and
(v) the format and result of directors' voting on each resolution
(the voting result shall indicate the number of yes, nay or
abstention votes).
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Article 85 Directors shall sign the board's resolutions and shall be
responsible for resolutions of the board. In the event that a resolution of the
board contravenes the law, regulations or these By-Laws, and causes the Company
to sustain losses, those directors who participate in the resolution shall
liable to the Company for the losses. A director is relieved of his or her
liabilities on such a resolution if it is established that the director
expressed dissent in the voting on the resolution and said dissent was recorded
in the meeting's minutes.
Section 2 Directors
Article 86 Directors of the Company shall be individuals.
Article 87 Anyone who is determined to be someone barred from entering the
securities market either under Article 57 or Article 58 [Article 147 of the
current version] of Company Law or by China Securities Regulatory Commission,
and from whom said prohibition is not removed, shall not serve as a director of
the Company.
Article 88 Directors shall be elected or changed by the shareholders' meeting
and shall serve a term of three years. At the end of one term, a director may be
reelected. Before a director's term is finished, the shareholders' meeting may
not dismiss him as a director without cause.
A director's term starts from the day when a shareholders' meeting
elects him or her as the director, and lasts until the term of the same class of
directors comes to its end.
Article 89 A director shall observe the requirements of the law, regulations
and these By-Laws, perform his or her duties faithfully, and protect the
interests of the Company. In the event that his or her own interest conflicts
with that of the Company and the shareholders, the director shall be guided by
the maximum interests of the Company and the shareholders, and shall promise:
(i) to exercise his or her rights within the scope of his or her
authority, and not to exceed the authorized scope;
(ii) except when in consistence with the provisions of these
By-Laws of the Company or when approved by a shareholders'
meeting which is properly informed of the matter, not to
enter into a contract or engage in transactions with this
Company;
(iii) not to seek benefit for oneself or for others by taking
advantage of insider information;
(iv) not to operate as an owner or manage for another person a
business that is in the same line of business as the Company
or engage in any activity that injures the interest of the
Company;
(v) not to accept bribery or other illegal income by taking
advantage of one's office, and not to misappropriate the
Company's assets;
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(vi) not to embezzle the Company's funds or to loan any funds of
the Company to another person;
(vii) not to take advantage of one's office to misappropriate or
accept either for oneself or another person a business
opportunity that belongs to the Company;
(viii) not to accept any commission on a transaction of the Company
without an approval of the shareholders' meeting which is
properly informed of the matter;
(ix) not to deposit any funds of the Company into an account
opened for oneself or for another person;
(x) not to pledge the assets of the Company as guarantee for a
loan of any shareholder of the Company or any other person;
and
(xi) without consent of the shareholders' meeting which is
properly informed of the matter, not to disclose any
confidential information relating to this Company that is
acquired during his or her term as a director, but may
disclose such information to a court or other government
authorities under the following situation:
1. when required by law;
2. when required by public interest;
3. when required by legitimate interest of the director.
Article 90 A director shall exercise the rights granted by the Company
prudently, carefully, and diligently, in order to ensure:
(i) that the business activities of the Company conform with the
requirements of the laws and administrative regulations of the
state as well as various economic policies of the state, and
that the business activities do not exceed the scope of
business as provided in the business license;
(ii) that all shareholders are treated fairly;
(iii) that he or she has carefully read all business and financial
reports of this Company so that he or she is promptly informed
of the operation and management of the Company's business;
(iv) that he or she exercises his or her legally granted
discretionary authority over the Company, without improper
influence of another person; that he or she will not allow
another person to exercise such discretionary authority
unless permissible under the law or administrative
regulations or with an approval of the shareholders' meeting
which is properly informed of the matter; and
(v) that he or she will accept reasonable supervision and
recommendations on his or her performance of duties from the
board of supervisors.
Article 91 Unless permitted by the provisions of these By-Laws or properly
authorized by the board of directors, any director shall not act on behalf of
the Company
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or the board of directors in his or her individual capacity. When a
director is acting in an individual capacity and a third party has reason to
believe that the director is representing the Company or the board of directors,
the director shall clarify his or her position and capacity in advance.
Article 92 In the event that a director fails to attend in person a board
meeting on two consecutive occasions, when the director also fails to designate
another director to attend said meetings on his or her behalf, the director
shall be deemed to be incapable of performing his or her duties. The board of
directors shall recommend that the shareholders' meeting terminate said
director.
Article 93 A director may resign before his or her term is completed. A
director shall submit a written resignation to the board of directors in order
to resign.
Article 94 In the event that the resignation of a director will cause the
Company's board of directors to have a number of directors less than the legal
minimum, the resignation of said director shall take effect only after a
replacement director fills the vacancy created by the resignation.
The remaining directors shall convene a shareholders' meeting to
elect a director to fill the vacancy created by the resignation of the director
as soon as practicable. Before the shareholders' meeting passes a resolution on
the election of a replacement director, the resigning director and the remaining
directors shall be reasonably limited in their authority.
Article 95 Upon the submission of resignation or the completion of a term, a
director shall not be automatically relieved of his obligations to the Company
and the shareholders before the resignation takes effect or within a reasonable
period after the resignation takes effect, or within a reasonable period after
the completion of a term. The director's obligation to keep any business secret
of the Company confidential will remain after the director's term is finished,
until the secret becomes public information. The duration of other obligations
of the director shall be determined on the principle of fairness, and shall be
decided by considering the length of time between the time an event happens and
the time a director leaves his or her office, as well as the circumstances and
conditions under which the director's relationship with the Company ends.
Article 96 In the event that a director whose term has not bee completed causes
losses to the Company by leaving his or her office without permission, the
director shall be liable to the Company for such losses.
Article 97 The Company shall not pay any taxes for a director in any form.
Article 98 The provisions on the obligations of a director that are included in
this section also apply to the supervisors, the manager and other officers of
the Company.
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Section 3 The Secretary of the Board of Directors
Article 99 The board of directors has a secretary. The secretary of the board
of directors is an officer of the Company and is accountable to the board of
directors.
Article 100 The secretary of the board shall have necessary expertise and
experience, and is appointed by the board of directors.
The provisions in Article 87 of these By-Laws on the situations in
which one shall not serve as a director of the Company also applies to the
secretary of the board.
Article 101 The main duties of the secretary of the board of directors include
the following:
(i) to prepare and submit reports and documents that the board
of directors and the shareholders' meeting are required to
submit or produce by the state authorities;
(ii) to prepare for board meeting and shareholders' meetings, and
to be responsible for the reporting of such meetings and for
the custody of minutes and documents of the meetings;
(iii) to be in charge of the disclosure of the Company's
information, and to ensure that the disclosure of such
information is prompt, accurate, in compliance with the law,
truthful and complete; and
(iv) to ensure that those with the right to receive certain
records and documents of the Company receive such records
and documents promptly.
Article 102 A director of the Company or another office of the Company may
also serve as the secretary of the board of directors. A certified account with
an accounting firm retained by the Company and an attorney with a law firm
retained by the Company shall not serve as the secretary of the board of
directors.
Article 103 The secretary of the board of directors shall be nominated by the
chairman of the board, and shall be engaged or dismissed by the board of
directors. If a director also serves as the secretary of the board of directors,
in the event that a certain action needs to be taken by both the director and
the secretary of the board, the individual who serves both as a director and as
the secretary to the board may not take such action in his or her dual
capacities.
CHAPTER VI THE MANAGER
Article 104 The Company has one manager, who shall be engaged or dismissed by
the board of directors. A director may be engaged to serve concurrently as the
manager, a vice manager, or another type of officer.
Article 105 Anyone who is determined to be someone barred from entering the
securities market either under Article 57 or Article 58 [Article 147 of the
current version] of Company Law or by China Securities Regulatory Commission,
and from whom said prohibition is not removed, shall not serve as the manager of
the Company.
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Article 106 The manager shall serve a term of three years, and may be engaged
again to continue to serve as the manager.
Article 107 The manager shall be accountable to the board of directors and
exercises the following powers:
(i) to take charge of the manufacturing, operation and
management of the Company, and to report to the board of
directors on his or her work;
(ii) to arrange the implementation of board resolutions, annual
plans and investment plans of the Company;
(iii) to draft plans for setting up the internal administrative
structure of the Company;
(iv) to draft the basic administrative system of the Company;
(v) to draft specific rules and regulations of the Company;
(vi) to recommend to the board of directors the engagement or
dismiss of the vice manager and financial officers of the
Company;
(vii) to engage or dismiss executives except those who should be
engaged or dismissed by the board of directors;
(viii) to propose the compensations, benefits, awards and
penalties applicable to the employees of the Company, and
to decide on the engagement or termination of the
Company's employees;
(ix) to propose the convening of special shareholders'
meetings; and
(x) other powers granted by the board of directors.
Article 108 The manager may attend meetings of the board of directors. If a
non-director, the manager has no voting power in such board meetings.
Article 109 At the request of the board of directors or the board of
supervisors, the manager shall report to the board of directors or the board of
supervisors on the signing and performance of significant contracts of the
Company, the use of the Company's funds and the profits and losses of the
Company. The manager must ensure the truthfulness of such reports.
Article 110 When drafting provisions on the compensations, benefits, safety in
workplace, protection as well as insurance of the employees against work-related
injuries, or dismissal (or discharge) of the Company's employees, I.E., issues
where the immediate benefits of the employees are involved, the manager shall
first listen to opinions of the union.
Article 111 The manager shall set down detailed rules and regulations for the
operation and management, and shall implement such rules after they are
submitted to and approved by the board of directors.
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Article 112 The detailed rules and regulations for the manager include the
following items:
(i) the conditions, procedures and participants of a manager's
meeting;
(ii) the detailed responsibilities of and division of work among
the manager, the vice manager and other officers;
(iii) the limits on the [manager's] authority to use the
Company's funds and assets, and to enter into significant
contracts, as well as the rules for reporting to the board
of directors and the board of supervisors; and
(iv) other items deemed necessary by the board of directors.
Article 113 The Company manager shall abide by the provisions of the law,
administrative regulations and the Company's By-Laws, and shall exercise his or
her duty of honesty and diligence.
Article 114 The manager may resign before his or her term is finished. The
specific procedure and mechanism for the resignation of the manager shall be
provided in the employment contract between the manager and the Company.
CHAPTER VII THE BOARD OF SUPERVISORS
Section 1 The Board of Supervisors
Article 115 The Company has a board of supervisors. The board of supervisors
shall comprise of three or more supervisors, and shall have one chairman of the
board of supervisors. The chairman of the board of supervisors shall be elected
by the supervisors. In the event that the chairman of the board of supervisors
is unable to perform his or her duties, the chairman shall designate a
supervisor to perform the duties in his or her place. A supervisor shall not
also serve as a director of the Company and shall not assume any executive
positions of the Company.
Article 116 The board of supervisors may exercise the following powers:
(i) the chairman of the board of supervisors may attend
meetings of the board of directors;
(ii) to inspect the finance of the Company;
(iii) to supervise the directors, the manager and the other
officers in their execution of their office with the
Company in order to detect possible violations of the law,
regulations or these By-Laws of the Company;
(iv) in the event that the action of a director, the manager or
another officer damages the interests of the Company, to
demand that corrections be made as to said action, and, if
necessary, to report to the shareholders' meeting or to the
proper authorities of the state;
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(v) to propose the convening of a special shareholders'
meeting;
(vi) other powers granted by the shareholders' meeting.
Article 117 In exercising its powers, the board of supervisors may retain
professional entities such as law firms and accounting firms to provide
assistance. The fees thus incurred shall be paid by the Company.
Article 118 The board of supervisors shall hold at least two meeting each
year. A written notice for a meeting shall be delivered to all the supervisors
at least 10 days before the date of the meeting.
Article 119 The notice for a meeting of the board of supervisors shall include
the following items: the date, place and duration of the meeting, the reasons
and subjects of the meeting, and the date of issuance of the notice.
Section 2 Supervisors
Article 120 Representatives of the shareholders and the Company's employees
shall serve as supervisors.
Article 121 Anyone who is determined to be someone barred from entering the
securities market either under Article 57 or Article 58 [Article 147 of the
current version] of Company Law or by China Securities Regulatory Commission,
and from whom said prohibition is not removed, shall not serve as a supervisor
of the Company.
The manager or other officers shall not also serve as a
supervisor.
Article 122 A supervisor shall serve a term of three years. A supervisor who
is a shareholder shall be elected or changed by the shareholders' meeting, and a
supervisor who is an employee shall be democratically elected or changed by the
employees of the Company. A supervisor may serve more than one term if
reelected.
Article 123 In the event that a supervisor fails to attend in person a board
meeting on two consecutive occasions, the supervisor shall be deemed to be
incapable of performing his or her duties. The shareholders' meeting or the
general assembly of the employees' representatives shall discharge and replace
said supervisor.
Article 124 A supervisor may resign before his or her term is finished. The
provisions in Chapter V of these By-Laws concerning the resignation of a
director also apply to that of a supervisor.
Article 125 A supervisor shall abide by the provisions of the law,
administrative regulations and the Company's By-Laws, and shall exercise his or
her duty of honesty and diligence.
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Section 3 Resolutions of the Board of Supervisors
Article 126 A meeting of the board of supervisors shall be recorded in
minutes, which shall be signed by attending supervisors and the reporter. An
attending supervisor has the right to request that certain explanation about his
or her speech be recorded in said minutes. The minutes of a board meeting shall
be kept as corporate file by the secretary of the board of directors. The
minutes of a meeting of the board of supervisors shall be maintained as a
permanent record.
CHAPTER VIII FINANCIAL AND ACCOUNTING BY-LAWS, PROFIT DISTRIBUTION AND AUDITING
Section 1 Financial and Accounting By-Laws
Article 127 The Company shall establish the financial and accounting by-laws
of the Company in accordance with the laws, administrative regulations and the
provisions by the proper government authorities.
Article 128 The Company shall compile its annual financial report within 120
days of the end of each fiscal year.
Article 129 The Company's annual financial report and interim financial report
on interim profit distribution shall include the following items:
(i) the Company's balance sheet;
(ii) profit table;
(iii) profit distribution table;
(iv) a chart indicating the changes of the Company's financial
situation (or a cash flow chart); and
(v) financial statements and the accompanying notes.
In the event that the Company does not make interim profit
distribution, the financial report shall include financial statements and the
accompanying notes listed in the list above except item (iii).
Article 130 Interim financial reports and annual financial reports shall be
compiled in accordance with the provisions of the governing laws and
regulations.
Article 131 Except its statutory accounting books, the Company shall have no
other accounting books. The Company's assets shall not be deposited into an
account that is opened in the name of any individual.
Article 132 The Company's post-tax profit shall be distributed in the
following order:
(i) to make up losses from the previous fiscal year;
(ii) to contribute 10% to the statutory capital reserve;
(iii) to contribute 5% to 10% to the statutory public benefit
fund;
(iv) to contribute an amount to the discretionary capital
reserve; and
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(v) to pay dividends to the shareholders.
When the Company's statutory capital reserve equals 50% or more of
the Company's registered capital, the Company may cease to withdraw from
post-tax profit to contribute to the reserve. Whether withdrawals should be made
to contribute to the discretionary capital reserve after contributions to the
statutory capital reserve and the statutory public benefit fund shall be
determined by the shareholders' meeting. The Company shall not distribute
dividends to its shareholders before it makes up its losses and contributes to
the statutory capital reserve and the statutory public benefit fund.
Article 133 When the shareholders' meeting decides by resolution to convert
capital reserve into capital stock, new shares shall be distributed to the
shareholders in proportion to the existing ownership percentage of the
shareholders. But in converting the statutory capital reserve into capital
stock, the remainder of said capital reserve shall not be less than 25% of the
registered capital of the Company.
Article 134 After the shareholders' meeting makes a resolution on the plan for
the distribution of profits, the board of the directors shall finish the
distribution of dividends (or shares) within two months after the shareholders'
meeting.
Article 135 The Company may distribute dividends by using cash or stock.
Section 2 Auditing
Article 136 The Company shall have an internal auditing system, with full-time
(or part-time) auditors installed to conduct internal auditing supervision over
the Company's cash flow and economic activities.
Article 137 The internal auditing system and the responsibilities of the
auditors shall be implemented after the approval of the board of directors. The
auditing officer shall be accountable to the board of directors and shall report
to the same on its work.
Article 138 The Company may retain an accounting firm to conduct audits of the
Company's financial statements, assessment of the Company's net assets as well
as performing other related consulting services, for a term of one year, and may
renew the engagement after the one-year term.
Article 139 The Company's decision to retain an accounting firm shall be made
by the shareholders' meeting.
CHAPTER IX NOTICE AND PUBLIC ANNOUNCEMENT
Article 140 The Company shall send out its notice in the following manners:
(i) by delivering the notice by messenger;
(ii) by mailing;
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(iii) by public announcement; or
(iv) by other means provided in these By-Laws.
Article 141 When a notice of the Company takes the form of public
announcement, all related parties shall be deemed to have received the notice
upon the publication of the notice.
Article 142 When the Company sends out a notice by messenger, the recipient of
the notice shall sign (or stamp on) the receipt, and the date when the recipient
receives the notice shall be the service date;
When the Company sends out a notice by mail, the service date
shall be the tenth business day from the date when the notice is deposited with
the post office; when the Company sends out a notice by public announcement, the
date when the first public announcement appears shall be the service date.
Article 143 In the event that a notice to someone entitled to such a notice is
omitted by accident or such an individual or individuals fail to receive a
notice for a meeting, the meeting and the resolutions made by the meeting shall
not be invalid for this reason.
CHAPTER X MERGERS, SPLIT-UPS, DISSOLUTION AND LIQUIDATION
Section 1 Mergers or Split-Ups
Article 144 The Company may carry out mergers or split-ups in accordance with
the law.
A company merger may be effected by way of merger [where the
acquired company is dissolved after the merger] or consolidation [where the two
companies that merge to form a new company are dissolved after the merger].
Article 145 The Company shall follow the following procedures in conducting a
merger or split-up:
(i) The board of directors shall draft the plan for the merger
or split-up;
(ii) The shareholders' meeting shall make a resolution thereupon
in accordance with the provisions of these By-Laws;
(iii) All concerned parties shall sign the merger or split-up
contract;
(iv) The necessary procedure for applying for governmental
approval shall be followed in accordance with the law;
(v) The related matters such as creditor's rights and debts
shall be dealt with; and
(vi) The dissolution registration or amendment registration
shall be made.
Article 146 In the event of a merger or split-up of the Company, all concerned
parties in the merger or split-up shall compile balance sheets and checklists of
properties. The Company shall notify the creditors within 10 days of the
resolution made by the shareholders' meeting on the merger or split-up.
25
Article 147 Within 30 days of the receipt of a notice [of a merger or split-up
of the Company], or within 90 days of the first public announcement of a notice
for those creditors who have not received the notice, a creditor has the right
to demand that the Company pay off the debts or provide a guarantee thereof. In
the event that the Company is unable to pay off the debts or provide a guarantee
thereof, the Company may not conduct the merger or split-up.
Article 148 When the Company is conducting a merger or split-up, the Company's
board of directors shall take necessary measures to protect the legitimate
interests of those shareholders who oppose the merger or split-up of the
Company.
Article 149 The disposition of the assets, creditor' rights, and debts of all
concerned parties of the merger or split-up shall be specifically provided under
a contract.
After the Company has completed a merger, the creditor's rights
and debts of both or all merging parties shall be assumed by the surviving
company or the new company [which is formed by the two merging companies as a
result of the merger].
The pre-split-up debts of the Company shall be assumed by the
companies resulting from the split-up in accordance with the contract governing
the matter.
Article 150 In the event registered items are changed due to the merger or
split-up of the Company, the Company shall apply to the company registration
authority for modification of its registration in accordance with the law. The
Company shall apply for dissolution registration when the Company is dissolved
in accordance with the law. When the Company sets up a new company, it shall
register the establishment of the company in accordance with the law.
Section 2 Dissolution and Liquidation
Article 151 Under any of the following circumstances, the Company shall
dissolve and liquidate in accordance with the law:
(i) when the term of business operation expires;
(ii) when the shareholders' meeting decides to dissolve the
Company;
(iii) when the Company is dissolved due to a merger or split-up;
(iv) when the Company files for bankruptcy in accordance with
the law as a result of its inability to pay debts that have
become due; or
(v) when the Company is legally ordered to be dissolved for its
violation of laws or regulations.
Article 152 In the event that the Company is dissolved under (i) or (ii) of
the previous article, a liquidation group shall be formed within 15 days. The
members of the liquidation group shall be determined by the shareholders'
meeting through a general resolution.
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In the event that the Company is dissolved under (iii) of the
previous article, the liquidation shall be conducted by the parties of the
merger or split-up in accordance with the contract entered into at the time of
the merger or split-up.
In the event that the Company is dissolved under (iv) of the
previous article, the People's Court shall organize, in accordance with the
relevant legal provisions, the shareholders, concerned government agencies as
well as professionals into a liquidation group to conduct the liquidation.
In the event that the Company is dissolved under (v) of the
previous article, the proper government authorities shall organize the
shareholders, concerned government agencies as well as professionals into a
liquidation group to conduct the liquidation.
Article 153 Upon the formation of the liquidation group, the powers of the
board of directors and the manager shall cease immediately. During the
liquidation, the Company shall not conduct any new business operation.
Article 154 The liquidation group shall exercise the following powers during
the liquidation:
(i) to notify or to make public announcements to creditors;
(ii) to dispose of the properties of the Company, and to compile
balance sheets and checklists of properties;
(iii) to wind up unfinished business of the Company;
(iv) to pay outstanding taxes;
(v) to dispose of the creditor's rights and debts;
(vi) to dispose of the residual properties of the Company after
the debts are paid off; and
(vii) to participate in civil lawsuits on behalf of the Company.
Article 155 The procedure of the liquidation of the Company, the order in
which various disposals of the Company's properties shall proceed, and other
unfinished matters shall be governed by the relevant laws and regulations of the
state.
CHAPTER XI AMENDMENTS OF THE BY-LAWS
Article 156 Under any of the following circumstances, the Company shall amend
the By-Laws:
(i) when Company Law or related laws and administrative
regulations are amended, resulting in the provisions of the
By-Laws conflicting with the amended laws and
administrative regulations;
27
(ii) when the circumstances of the Company have changed so that
they are inconsistent with the provisions of the By-Laws;
or
(iii) when the shareholders' meeting decides to amend the
By-Laws.
Article 157 In the event that the amendment(s) to the By-Laws that have been
decided by the shareholders' meeting by resolution need to be approved by the
government authorities, the amendment(s) shall be submitted to the government
authorities which approved the original By-Laws. In the event that the
amendment(s) involves registration, the modification of the registration shall
be applied for in accordance with the law.
Article 158 The directors shall amend the Company's By-Laws in accordance with
the resolutions of the shareholders' meeting on such amendments and the opinions
of the government authorities upon review of such amendments.
Article 159 The amendment(s) of the By-Laws shall be publicly announced in
accordance with the governing provisions when the amendment(s) include
information that is required by the laws and regulations to be disclosed.
Chapter XII Supplementary Provisions
Article 160 The board of directors may draft regulations of the By-Laws in
accordance with the provisions of the By-Laws. The regulations of the By-Laws
shall not conflict with the provisions of the By-Laws.
Article 161 These By-Laws are written in Chinese. In the event that a version
of the By-Laws in any other language or a different edition of the By-Laws
appears to differ from these By-Laws in meaning, the latest approved and
registered Chinese By-Laws shall be the authentic version.
Article 162 "No less than" and "not more than" as used in these By-Laws
include the number following the phrase, and "less than" or "above" do not
include the number following the phrase or word.
Article 163 The board of directors are responsible for the interpretation of
the By-Laws.
Signatures of all shareholders:
[the signatures of Zhu Xianfu, Ben Baoke, Si Shuichi, Wang Qinghe, Wang Juanjuan
and Liu Chaoyang]
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