到境外上市公司章程必备条款（二）

f resolutions approving the merger or division of the Company shall be compiled in a special document for inspection by shareholders.

　　Holders of foreign investment shares listed outside the People's Republic of China of companies that are listed in Hong Kong shall be served copies of the above-mentioned document by mail.

　　Article 150　Merger of the Company may take the form of merger by absorption and merger by new establishment.

　　For merger of companies， the parties to the merger shall enter into a merger agreement and prepare balance sheets and a property list. The Company shall notify its creditors within a period of 10 days

from the date on which the merger resolution is passed and publish at least three newspaper announcements on the merger within 30 days of that date.

　　Upon completion of the merger， the company that exists or the newly established company shall succeed to the claims and debts of the parties to the merger.

　　Article 151　If the Company is to be divided， its property shall be divided accordingly.

　　For division of the Company， the parties to the division shall enter into a division agreement and prepare balance sheets and an asset list. The Company shall notify its creditors within a period of 10 days from the date on which the division resolution is passed and publish at least three newspaper announcements on the division within 30 days of that date.

　　Debts owed by the Company prior to the division shall be assumed by the companies in existence after the division in accordance with the agreement reached.

　　Article 152　Where the merger or division of the Company involves a change in registered particulars， such change shall be registered with the company registry according to law. Where the Company is dissolved， it shall cancel its registration according to law. Where a new company is established， its establishment shall be registered according to law.

　　PART EIGHTEEN　DISSOLUTION AND LIQUIDATION OF THE COMPANY

　　Article 153　The Company shall be dissolved and liquidated according to law：

　　1. upon the expiration of its term of operation；

　　2. if the shareholders' general meeting resolves to dissolve the Company；

　　3. if dissolution is necessary as a result of the merger or division of the Company；

　　4. if the Company is declared bankrupt according to law because it is unable to pay its debts upon maturity； or

　　5. if the Company is lawfully ordered to close down as a result of violation of laws and administrative regulations.

　　Article 154　Where the Company is to be dissolved pursuant to Item （1） or （2） of the preceding Article， it shall establish a liquidation committee within 15 days. The members of such liquidation committee shall be determined by the shareholders' general meeting by way of an ordinary resolution.

　　Where the Company is to be dissolved pursuant to Item （4） of the preceding Article， the people's court shall， in accordance with relevant laws， arrange for the shareholders， relevant authorities and relevant professionals to establish a liquidation committee to carry out liquidation.

　　Where the Company is to be dissolved pursuant to Item （5） of the preceding Article， the relevant authorities in charge shall arrange for the shareholders， relevant authorities and relevant professionals to establish a liquidation committee to carry out liquidation.

　　Article 155　If the board of directors decides that the Company should be liquidated （except the liquidation as a result of company's declaration of bankruptcy）， the notice of the shareholders' general meeting convened for such purpose shall include a statement to the effect that the board of directors has made full inquiry into the position of the Company and that the board holds the opinion that the Company can pay its debts in full within 12 months after the announcement of liquidation.

　　The functions and powers of the board of directors shall terminate immediately after the shareholders' general meeting has adopted a resolution to carry out liquidation.

　　The liquidation committee shall take instructions from the shareholders' general meeting， and not less than once a year make a report to the shareholders' general meeting on the committee's income and expenditure， the business of the Company and the progress of the liquidation. It shall make a final report to the shareholders' general meeting when the liquidation is completed.

　　Article 156　The liquidation committee shall notify creditors within a period of 10 days

from the date of its establishment and publish at least three newspaper announcements on the liquidation within 60 days. Claims shall be registered by the liquidation committee.

　　Article 157　The liquidation committee shall exercise the following functions and powers during liquidation：

　　1. thoroughly examine the property of the Company and prepare a balance sheet and property list respectively；

　　2. notify creditors by a notice or public announcement；

　　3. dispose of and liquidate relevant unfinished business of the Company；

　　4. pay all outstanding taxes in full；

　　5. clear up claims and debts；

　　6. dispose of the property left after full payment of the Company's debts； and

　　7. participate in civil litigation on behalf of the Company.

　　Article 158　After the liquidation committee has thoroughly examined the Company's property and prepared a balance sheet and property list， it shall formulate a liquidation plan and submit such plan to the shareholders' general meeting or relevant authorities in charge for confirmation.

　　Payment of debts out of Company property shall be made in the following order of priority： [order of payment].

　　Company property left after full payment in accordance with the provisions of the preceding paragraph shall be distributed to the Company's shareholders according to the category and proportion of their shareholding.

　　During liquidation， the Company may not engage in new business activities.

　　Article 159　If the Company is liquidated due to dissolution and the liquidation committee， having thoroughly examined the Company's property and prepared a balance sheet and property list， discovers that the Company's property is insufficient to pay its debts in full， it shall immediately apply to the people's court for a declaration of bankruptcy.

　　After the people's court has ruled to declare the Company bankrupt， the Company's liquidation committee shall refer the liquidation matters to the people's court.

　　Article 160　Following the completion of liquidation， the liquidation committee shall formulate a liquidation report， a revenue and expenditure statement and financial account books in respect of the liquidation period and， after verification thereof by an accountant registered in China， submit the same to the shareholders' general meeting or the relevant authorities in charge for confirmation.

　　Within 30 days from the date of confirmation of the above-mentioned documents by the shareholders' general meeting or the relevant authorities in charge， the liquidation committee shall deliver the same to the company registry， apply for cancellation of the Company's registration and publicly announce the Company's termination.

　　PART NINETEEN： PROCEDURES FOR AMENDING THE COMPANY'S ARTICLES OF ASSOCIATION

　　Article 161　The Company may amend its Articles of Association in accordance with laws， administrative regulations and its Articles of Association.

　　Article 162　Where an amendment to the Company's Articles of Association involves matters provided for in the Articles of Association of Companies Seeking a Listing Outside the PRC Prerequisite Clauses （“Prerequisite Clauses”）， it shall become effective after being examined and approved companies and the State Council Securities Commission. Where an amendment to the Company's Articles of Association involves matters of company registration， the registration shall be amended according to law.

　　PART TWENTY　SETTLEMENT OF DISPUTES

　　Article 163　If any dispute or claim concerning the Company's business on the basis of the rights or obligations provided for in the Articles of Association of the Company or in relevant laws or administrative regulations arises between a holder of foreign investment shares listed outside the People's Republic of China and the Company， between a holder of foreign invest

ment shares listed outside the People's Republic of China and a director， a supervisor， the manager or other senior management staff of the Company or between a holder of foreign investment shares listed outside the People's Republic of China and a holder of domestic investment shares， the parties concerned may settle such dispute or claim by the methods provided for in laws and administrative regulations or by a method mutually agreed upon by the parties， unless the State Council authorities in charge of securities have reached an understanding or agreement with the relevant securities regulatory organization outside the People's Republic of China on the method of dispute settlement.

　　Companies seeking a listing in Hong Kong shall incorporate the following provisions in their Articles of Association：

　　1. if any dispute or claim concerning the Company's business on the basis of the rights or obligations provided for in the Articles of Association of the Company or in the Company Law or other relevant laws or administrative regulations arises between a holder of foreign investment shares listed outside the People's Republic

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