到境外上市公司章程必备条款（二）

s emoluments. Such contract shall be approved by the shareholder' general meeting before it is entered into. The above-mentioned emoluments shall include：

　　1. emoluments in respect of his service as a director， supervisor or senior management staff of the Company；

　　2. emoluments in respect of his service as a director， supervisor or senior management staff of a subsidiary of the Company；

　　3. emoluments otherwise in connection with the management of the Company or any subsidiary thereof； and

　　4. funds as compensation for his loss of office or retirement to the aforementioned directors and supervisors. A director or supervisor may not sue the Company for his benefits due to him on the basis of the above-mentioned matters， except under a contract as mentioned above.

　　Article 129　The Company shall specify in the contract concluded with a director or supervisor of the Company concerning his emoluments that in the event of a takeover of the Company， a director or supervisor of the Company shall， subject to prior approval of the shareholders' general meeting， have the right to receive the compensation or other funds obtainable for loss of office or retirement. For the purposes of the preceding paragraph， the term “a takeover of the Company” shall refer to any of the following circumstances：

　　1. anyone makes a general offer to all the shareholders； or

　　2. anyone makes a general offer so that the offeror becomes a controlling shareholder as defined in Article 48 hereof.

　　If the relevant director or supervisor has failed to comply with this Article， any fund received by him shall belong to those persons that have sold their shares as a result of their acceptance of the above-mentioned offer， and the expenses incurred in distribution of such fund on a pro rata basis shall be borne by the relevant director or supervisor and may not be paid out of such fund.

　　PART FIFTEEN： FINANCIAL AND ACCOUNTING SYSTEMS AND DISTRIBUTION OF PROFITS

　　Article 130　The Company shall formulate its own financial and accounting systems in accordance with laws， administrative regulations and China's accounting standards formulated by the State Council's department in charge of finance.

　　Article 131　The Company shall prepare financial reports at the end of each fiscal year. Such reports shall be examined and verified according to law.

　　Article 132　The board of directors of the Company shall place before t

he shareholders at each shareholders' general meeting such financial reports as relevant laws， administrative regulations and normative documents promulgated by the local government and the authorities-in-charge require the Company to prepare.

　　Article 133　The financial reports of the Company shall be made available for inspection by shareholders 20 days prior to an annual shareholders' meeting. Each shareholder of the Company shall have the right to obtain a copy of the financial reports referred to in this Part.

　　Companies listed in Hong Kong shall send copies of the said reports to each holder of foreign investment shares listed outside the People's Republic of China by prepaid mail at the recipient's address shown in the register of shareholders.

　　Article 134　The financial statements of the Company shall be prepared not only in accordance with China's accounting standards， laws and regulations but also in accordance with international accounting standards or the accounting standards of the place（s） outside the People's Republic of China where shares of the Company are listed. If there are major differences in the financial statements prepared in accordance with these two sets of accounting standards， such differences shall be stated in notes appended to such financial statements. For purposes of the Company's distribution of after-tax profits in a given fiscal year， the smaller amount of after-tax profits shown in the above-mentioned two kinds of financial statements shall govern.

　　Article 135　Interim results or financial information published or disclosed by the Company shall be prepared in accordance with China's accounting standards， laws and regulations as well as international standards or the accounting standards of the place（s） outside the People's Republic of China where shares of the Company are listed.

　　Article 136　The Company shall publish two financial reports each fiscal year， namely an interim financial report within 60 days after the end of the first six months of the fiscal year and an annual financial report within 120 days after the end of the fiscal year.

　　Article 137　The Company may not establish any account books other than statutory account books.

　　Article 138　The capital common reserve shall include the following funds：

　　1. the premiums obtained from the issue of shares in excess of the par； and

　　2. other revenue required by the State Council's department in charge of finance to be included in the capital common reserve.

　　Article 139　The Company may distribute dividends in the following forms：

　　1. cash； and/or

　　2. shares.

　　Article 140　The Company shall appoint recipient agents for holders of foreign investment shares listed outside the People's Republic of China to collect on behalf of the relevant shareholders the dividends distributed and other funds payable in respect of foreign investment shares listed outside the People's Republic of China.

　　The recipient agents appointed by the Company shall meet the requirements of the laws of the place（s）， or the relevant regulations of the securities exchange（s）， where the shares are listed.

　　PART SIXTEEN　EMPLOYMENT OF AN ACCOUNTING FIRM

　　Article 141　The Company shall employ an independent accounting firm that complies with relevant State regulations to audit the annual financial reports and other financial reports of the Company.

　　The first accounting firm of the Company may be employed by the inaugural meeting prior to the first annual shareholders' meeting. Such accounting firm shall hold office until the conclusion of the first annual shareholders' meeting.

　　If the inaugural meeting does not exercise its power under the preceding paragraph， the board of directors shall exercise such power.

　　Article 142　The term of employment of an accounting firm employed by the Company shall be between

the end of the annual shareholders' meeting of the Company and the end of the next annual shareholders' meeting.

　　Article 143　An accounting firm employed by the Company shall have the following rights：

　　1. the right of access at all times to the account books， records or vouchers of the Company and the right to require directors， the manager and other senior management staff of the Company to provide the relevant information and explanations；

　　2. the right to require the Company to take all reasonable measures to obtain from its subsidiaries the information and explanations necessary for the accounting firm to perform its duties； and

　　3. the right to attend shareholders' meeting， receive a notice or other information concerning any meetings of or concerning which shareholders have a right to receive a notice or other information， and to be heard at any shareholders' meetings on any matter which relates to it as the accounting firm of the Company.

　　Article 144　If the position of accounting firm becomes vacant， the board of directors may appoint an accounting firm to fill such vacancy before a shareholders' general meeting is held. However， if there are other accounting firms holding the position of accounting firm of the Company while such vacancy still exists， such accounting firms shall continue to act.

　　Article 145　The shareholders' general meeting may， by means of an ordinary resolution， dismiss any accounting firm prior to the expiration of its term of employment， notwithstanding anything in the contract between the accounting firm and the Company， but without prejudice to such accounting firm's right， if any， to claim damages from the Company in respect of such dismissal.

　　Article 146　The remuneration or method of remuneration of an accounting firm shall be decided upon by the shareholders' general meeting. The remuneration of an accounting firm employed by the board of directors shall be determined by the board of directors.

　　Article 147　The employment， dismissal or refusal of the renewal of the employment of an accounting firm shall be decided upon by the shareholders' general meeting and reported to the State Council authorities in charge of securities for the record.

　　Article 148　When the Company dismisses or does not renew the employment of an accounting firm， it shall give advance notice to the accounting firm. The accounting firm shall have the right to present its views before the shareholders' general meeting. Where an accounting firm tenders its resignation， it shall inform the shareholders' general meeting of whether there is any irregularity in the Company.

　　PART SEVENTEEN　MERGER AND DIVISION OF THE COMPANY

　　Article 149　The merger or division of the Company shall require the preparation of a proposal by the board of directors. After such proposal has been adopted in accordance with the procedures specified in the Articles of Association of the Company， relevant examination and approval procedures shall be carried out according to law. Shareholders that oppose such proposal on the merger or division of the Company shall have the right to require the Company or shareholders that are in favour of such proposal to purchase their shares at a fair price. The contents o

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