到境外上市公司章程必备条款（二）

of China and the Company， between a holder of foreign investment 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 shall submit the dispute or claim for arbitration.

　　When a dispute or claim as described above is submitted for arbitration， such dispute or claim shall be in its entirety， and all persons （being the Company or shareholders， director， supervisors， the manager or other senior management staff of the Company） that have a cause of action due to the same facts or whose participation is necessary for the settlement of such dispute or claim shall abide by arbitration.

　　Disputes concerning the definition of shareholders and the register of shareholders shall not be required to be settled by means of arbitration；

　　2. a dispute or claim submitted for arbitration may be arbitrated， at the option of the arbitration applicant， by either the China International Economic and Trade Arbitration Commission in accordance with its arbitration rules or the Hong Kong International Arbitration Centre in accordance with its securities arbitration rules. After the arbitration applicant has submitted the dispute or claim for arbitration， the other party must carry out arbitration in the arbitration institution selected by the applicant.

　　If the arbitration applicant opts for arbitration by the Hong Kong International Arbitration Centre， either party may request arbitration to be conducted in Shenzhen in accordance with the securities arbitration rules of the Hong Kong International Arbitration Centre；

　　3. unless otherwise provided by laws or administrative regulations， the laws of the People's Republic of China shall apply to the settlement by means of arbitration of disputes or claims referred to in Item （1）； and

　　4. the award of the arbitration institution shall be final and binding upon each party.

　　PART TWENTY-ONE　SUPPLEMENTARY PROVISIONS

　　Article 164　Contents of the Prerequisite Clauses that are expressly required therein to be included in the articles of association of companies limited by shares seeking a listing in Hong Kong are not required to be incorporated in the articles of association of companies limited by shares seeking a listing in regions or countries other than Hong Kong.

　　Article 165　For companies listed in Hong Kong， the term “accounting firm” as used in the Prerequisite Clauses shall have the same meaning as “auditor”。

　　Article 166　Contents of the Prerequisite Clauses indicated by [ ] shall be filled in by the Company according to the actual

circumstances， and those indicated by （ ） must be incorporated in the Company's articles of association

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