到境外上市公司章程必备条款（二）

　　Article 84　The notice of a meeting of shareholders of different categories needs to be delivered only to the shareholders entitled to vote thereat.

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

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

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

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

　　PART TEN　BOARD OF DIRECTORS

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

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

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

　　Directors need not be Company shareholders.

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

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

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

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

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

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

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

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

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

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

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

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

　　Resolutions by the board of directo

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

　　Article 95　The board of directors shall keep minutes of its decisions on the matters examined at their meetings. The directors attending a meeting and the person taking minutes shall sign the minutes of that meeting. The directors shall bear liability for the decisions of the board of directors. Where a resolution of the board of directors is in violation of laws， administrative regulations or the Company's Articles of As

sociation， thereby causing serious losses to the Company， the directors who took part in the resolution shall be liable to the Company for damages. However， where a director can prove that he expressed his opposition to such resolution when it was put to the vote， and that such opposition was recorded in minutes of the meeting， the director may be relieved from such liability.

　　PART ELEVEN　SECRETARY TO THE BOARD OF DIRECTORS

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

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

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

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

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

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

　　If the office of secretary to the board of directors is held by a director of the Company and a certain act is to be done by a director and the secretary to the board of directors separately， the person wh

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