到境外上市公司章程必备条款（二）

o concurrently holds the offices of director and secretary to the board of directors may not perform such act in both capacities.

　　PART TWELVE　COMPANY MANAGER

　　Article 99　The Company shall have one manager who shall be appointed or dismissed by the board of directors.

　　Article 100　The Company manager shall be accountable to the board of directors and shall exercise the following functions and powers：

　　1. to be in charge of the production， operation and management of the Company and to organize the implementation of the resolutions of the board of directors；

　　2. to organize the implementation of the Company's annual business plans and investment plans；

　　3. to draft the plan for establishment of the Company's internal management organization；

　　4. to draft the Company's basic management system；

　　5. to formulate the basic rules and regulations of the Company；

　　6. to propose the employment and dismissal of the deputy manager of the Company and personnel in charge of financial affairs；

　　7. to hire or dismiss management personnel other than those to be hired or dismissed by the board of directors； and

　　8. other functions and powers granted by the Company's Articles of Association and the board of directors.

　　Article 101　The Company manager shall attend the meetings of the board of directors， but if he is not a director， he shall not have the right to vote at such meetings.

　　Article 102　In the exercise of his functions and powers， the Company manager shall perform his duties in good faith and with diligence in accordance with laws， administrative regulations and the Company's Articles of Association.

　　PART THIRTEEN　BOARD OF SUPERVISORS

　　Article 103　The Company shall have a board of supervisors.

　　Article 104　The board of supervisors shall be composed of [number of persons] persons， one of whom shall be the chairman of the board of supervisors. The term of office of a supervisor shall be [number of years] years. A supervisor may serve consecutive terms if reelected upon the expiration of his term.

　　A

rticle 105　The board of supervisors shall be composed of [number of persons] shareholders' representatives and [number of persons] representatives of the Company's staff and workers. The shareholders' representatives shall be elected and removed by the shareholders' general meeting， and the representatives of the Company's staff and workers shall be democratically elected and removed by the Company's staff and workers.

　　Article 106　The Company's directors， manager and personnel in charge of financial affairs may not serve concurrently as supervisors.

　　Article 107　Meetings of the board of supervisors shall be held at least [number of times] a year. The chairman of the board of supervisors shall be responsible for convening meetings of the board of supervisors.

　　Article 108　Meetings of the board of supervisors shall be accountable to the shareholders' general meeting and exercise the following functions and powers according to law：

　　1. to examine the Company's financial affairs；

　　2. to supervise the Company's directors， manager and other senior management staff to see whether they violate any laws， regulations or the Company's Articles of Association during their performance of Company duties；

　　3. to require a director， the manager or other senior management staff of the Company to correct an act of such act is harmful to the Company's interests；

　　4. to verify financial information such as financial reports， business reports， profit distribution plans， etc. that the board of directors intents to submit to the shareholders' general meeting and， if in doubt， to be able to appoint， in the name of the Company， a registered accountant or practicing auditor to assist in reviewing such information；

　　5. to propose the holding of extraordinary shareholders' general meeting；

　　6. to represent the Company in negotiating with or instituting legal proceedings against a director； and

　　7. other functions and powers provided for in the Articles of Association of the Company.

　　Supervisors shall attend meetings of the board of directors as non-voting attendants.

　　Article 109　The method of discussions at the board of supervisors shall be [specific method of discussions]. The voting procedures shall be： [specific voting procedures].

　　Article 110　The reasonable expenses incurred by the board of supervisors in the employment of professionals such as lawyers， registered accountants， practicing auditors， etc. in the exercise of its functions and powers shall be borne by the Company.

　　Article 111　Supervisors shall faithfully perform their supervisory duties in accordance with laws， administrative regulations and the Company's Articles of Association.

　　PART FOURTEEN　QUALIFICATIONS AND OBLIGATIONS OF THE COMPANY‘S DIRECTORS， SUPERVISORS， MANAGER AND OTHER SENIOR MANAGEMENT STAFF

　　Article 112　None of the following persons may serve as a director， supervisor， manager or other senior management staff of the Company：

　　1. persons without capacity or with limited capacity for civil acts；

　　2. persons who were sentenced for crimes for corruption， bribery， encroachment or embezzlement of property or disruption of the social or economic order where five years have not lapsed following the serving of the sentence， or persons who were deprived of their political rights for committing a crime where five years have not lapsed following the serving of the sentence；

　　3. directors， or factory directors or managers who bear personal liability for the bankruptcy or liquidation of their Companies or enterprises due to mismanagement where three years have not lapse following the date of completion of such bankruptcy or liquidation；

　　4. the legal representatives of Companies or enterprises that had their business licences revoked for breaking the law， where such representatives bear individual liabili

ty therefor and three years have not lapsed following the date of revocation of such business licences；

　　5. persons with relatively heavy individual debts that have not been settled upon maturity；

　　6. persons whose cases have been established for investigation by the judicial authorities as a result of violation of the criminal law， and have not been closed；

　　7. persons who may not act as leaders of enterprises by virtue of laws and administrative regulations；

　　8. non-natural persons； and

　　9. persons ruled by a relevant organization in charge have violated securities-related regulations， where such violation involved fraudulent or dishonest acts and five years have not lapsed following the date of the ruling.

　　Article 113　The validity of an act of a director， a supervisor the manager or other senior management staff of the Company on behalf of the Company towards a bona fide third party shall not be affected by any irregularity in his current position， election or qualifications.

　　Article 114　In addition to obligations imposed by laws， administrative regulations or listing rules of the securities exchange（s） on which shares of the Company are listed， the Company's directors， supervisors， manager and other senior management staff shall lay the following obligations on each shareholder in the exercise of the functions and powers granted to them by the Company：

　　1. not to cause the Company to act beyond the scope of business stipulated in its business licence；

　　2. to act honestly in the best interests of the Company；

　　3. not to deprive the Company of its property in any way， including （but not limited to） any opportunities that are favourable to the Company； and

　　4. not to deprive the shareholders of their individual rights or interests， （but not limited to） rights to distributions and voting rights， unless pursuant to a restructuring of the Company submitted to and adopted by the shareholders' general meeting in accordance with the Articles of Association of the Company.

　　Article 115　The Company's directors， supervisors， manager and other senior management staff shall have an obligation， in the exercise of their rights or discharge of their obligations， to perform their due acts with care， diligence and skill as a reasonable and prudent person should do under similar circumstances.

　　Article 116　The Company's directors， supervisors， manager and other senior management staff must， in the exercise of their duties， abide by the principles of honesty and credibility and shall not place themselves in a position where there is a conflict between their personal interests and their duties. This principle shall include （but not limited to） the fulfilment of the following obligations：

　　1. to act honestly in the best interests of the Company；

　　2. to exercise powers within the scope of their functions and powers and not to act beyond such powers；

　　3. to personally exercise the discretion invested in him， not to allow himself to be manipulated by another person and， not to delegate the exercise of his discretion to another party unless permitted by laws and administrative regulations or with the consent of the shareholders' general meeting that has been informed；

　　4. to be impartial to shareholders of the same category and of different categories；

　　5. not to conclude a contract or enter into a transaction or arrangement with the Company except as otherwise provided in the Articles of Association of the Company or with the consent of the share

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