Paper2.2(CHN)COMPANY LAW-CH3 S2
SECTION TWO SHAREHOLDERS' MEETING
Article
Article 103 The meeting of shareholders shall exercise the following powers:
1. To decide upon the operational policies and investment plans of the company.
2. To elect and replace directors and decide on matters relating to the remunerations of directors.
3. To elect and replace supervisors who are the representatives of shareholders and decide on matters relating to remunerations of supervisors.
4. To examine and approve reports by the board of directors.
5. To examine and approve reports by supervisory committee or individual supervisors.
6. To examine and approve the company's proposed annual financial budget and final accounts.
7. To examine and approve the company's profit distribution plan and plan for recovery of losses.
8. To pass resolutions on the increase or decrease of registered capital.
9. To pass resolutions on the issuing of bonds.
10.To pass resolutions on merger, division, dissolution and liquidation and other matters.11. To amend the articles of association of the company.
Article 104 The meeting of the shareholders shall hold an annual meeting every year. An interim meeting of shareholder shall be held within two months in one of the following cases:
1. The number of directors is less than two-thirds of the number of directors as required by this law or the number of directors as specified in the articles of association;
2. The uncovered losses of the company capital reach one-third of the total share capital;
3. Upon request by the shareholders holding 10% or more of the company's total share capital;
4. The board of directors deems it necessary; and
5. Upon request by the supervisory committee.
Article 105 The meeting of shareholders shall be convened by the board of directors according to the provisions of this law and presided over by the chairman of the board. In the absence of the chairman of the board due to special reasons, the meeting shall be presided over by a vice-chairman of the board or a director designated by the chairman. If a meeting of shareholders is to be convened, a notice should be served to all shareholders 30 days before the meeting stating matters to be discussed in the meeting. An interim meeting of shareholders shall not take resolutions on matters not specified in the notice.
When bearer's shares are issued, a public announcement shall be made on the matters listed in the preceding paragraph 45 days before the meeting.
If holders of bearer's shares attend the shareholder's meeting, they should have their shares deposited with the company from 5 days prior to the meeting to the end of the meeting.
Article 106 Every share has a vote at the shareholders' meeting.
The resolution at the shareholders' meeting must be adopted with half or more of the voting rights held by shareholders present at the meeting. Resolutions on merger, division or dissolution of the company shall be adopted with two-thirds or more of the voting rights held by shareholders present at the meeting. Article 107 The resolution on amendment to the articles of association shall be adopted with two-thirds or more of voting rights held by the shareholders present at the meeting.
Article 108 Shareholder may appoint approxies to attend the shareholders' meeting. A proxy should submit to the company a power of attorney from the shareholder and exercise his(her) voting rights within the terms of reference.
Article 109 Minutes of the decisions made in matters discussed by the shareholders' meeting shall be kept and signed by the directors present at the meeting. The minutes of the meeting shall be kept together with the list of shareholders present and powers of attorney of proxies present.
Article 110 Shareholders have the rights to examine the articles of association, minutes of meetings of shareholders and financial and accounting statements and put forward proposals or enquiries in respect to the operation of the company.
Article 111 If the resolutions of a meeting of shareholders or the board of directors have violated the law, administrative decrees or encroached upon the legitimate rights of shareholders, the shareholders concerned have the rights to sue at the people's courts, to demand that such acts of violation or infringement be stopped.