国务院关于股份有限公司境外募集股份及上市的特别规定 SPECIAL REGULATIONS OF THE STATE COUNCIL CONCERNING ISSUING AND LISTING OF

. Those matters in such proposals which shall be decided by a shareholders' meeting shall be arranged in the agenda of the annual shareholders' meeting.

　　Article 22 A company shall count the number of voting shares held by the shareholders intending to attend the meeting based on the written reply received by the company 20 days prior to the date of the shareholders' meeting. A shareholders' meeting may be convened when the number of voting shares held by the shareholders intending to attend the meeting occupies one-second of the total amount of voting shares； if not， the company shall， within 5 days， inform the shareholders once again by way of public notice which shall include the agenda， date and place of the meeting. A shareholders' meeting may be convened after a public notice has been made.

　　Article 23 The directors， supervisors， managers and other senior management personnel of a company shall have the fiduciary and diligent duties to the company.

　　Those personnel mentioned in the preceding paragraph shall abide by the company's articles of association and carry out their duties faithfully， protect the rights and interests of the company， and shall not be permitted to seek personal gains by taking advantage of their positions and powers in the company.

　　Article 24 A company shall appoint an independent accounting firm， which conforms to relevant State regulations， to audit the annual report of the company and review other financial reports of the company.

　　A company shall provide relevant information to the appointed accounting firm and answer its inquiries.

　　The period of appointment of an accounting firm by a company shall commence from the date of conclusion of the current annual shareholders' meeting and end at the conclusion of the subsequent annual shareholders' meeting.

　　Article 25 A company shall inform the accounting firm in advance when it intends to dismiss or not continue to re-appoint it. The accounting firm shall have the right to give its opinions on the dismissal or non re-appointment to the shareholders' meeting.

　　

An accounting firm which apply to resign from its office shall make a statement to the shareholders' meeting whether or not the company has conducted any inappropriate transactions.

　　Article 26 Decisions on matters relating to the appointment， dismissal or non re-appointment of an accounting firm shall be made by the shareholders' meeting and reported to the China Securities Regulatory Commission for the record.

　　Article 27 Dividends or other payments which are to be paid by the company to the shareholders of the company's foreign capital shares listed overseas shall be calculated and declared in renminbi and paid in foreign currencies. The exchange settlement of the capital raised by a company in foreign currencies and the foreign exchange needed by a company to pay share dividends and make other payments to its shareholders shall be handled in accordance with the regulations of the State concerning foreign exchange control.

　　In case that the articles of association of a company provide that the aforesaid payments shall be converted into foreign currencies and paid to shareholders by other agencies on the company's behalf， such provisions shall apply.

　　Article 28 The contents of those documents prepared by a company to reveal certain information about the company both in China and overseas shall not be contradictory.

　　In case that there is a difference between the information revealed in China and overseas due to respective laws and statutory regulations， rules of the securities exchanges， such a difference shall be revealed in the related securities exchanges simultaneously.

　　Article 29 Disputes in relation to the contents of a company's articles of association and other matters between the shareholders of foreign capital shares listed overseas and the company， between the shareholders of foreign capital shares listed overseas and the company's directors， supervisors and managers， or between the shareholders of foreign capital shares listed overseas and shareholders of domestic capital shares shall be resolved in accordance with the provisions of the company's articles of association.

　　The laws of the People's Republic of China shall apply to the settlement of disputes in the preceding paragraph.

　　Article 30 These Regulations shall take effect from the date of promulgation

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