深圳经济特区股份合作公司条例（二）

　　Article 41 Each representative of shareholders shall have a one-off voting right.

　　Article 42 The shareholders' representative assembly shall be classified into executive meeting and temporary meeting.

　　The executive meeting shall be held at least once a year. The interval between two executive meetings shall not exceed 15 months.

　　The temporal meeting may be convened according to the articles of association of the company.

　　Article 43 The shareholders' representative assembly shall exercise the following functions and powers：

　　（1） Deliberating and approving the reports of the board of directors， the board of supervisors or the supervisors；

　　（2） Deliberating and approving the annual budget programs and settlement programs of the company；

　　（3） Deliberating and approving the programs on the distribution of surplus or on the remedial of loss of the company；

　　（4） Deliberating and approving the adjustment programs for the stock right on the cooperative shares；

　　（5） Deciding the increase or decrease of the registered capital of the company；

　　（6） Making resolutions on the merger， separation， modification of organizational forms， disbandment and liquidation of the company；

　　（7） Electing or recalling the members of the board of directors， the board of supervisors or the supervisors and deciding the remuneration and measures of payment；

　　（8） Revising the articles of association of the company；

　　（9） Deliberating the joint motions filed by not less than 20% the representatives of shareholders； and

　　（10） Other functions and powers stipulated in the articles of association of the company.

　　The items for resolution set forth in Item （4） to Item （8） in the preceding paragraph shall be passed in the form of special resolution.

　　Article 44 The shareholders' representative assembly shall be convened by the board of directors and presided over by the chairman of the board of directors， except otherwise stipulated herein or in the articles of association of the company.

　　When holding a general meeting of shareholders' representatives， the board of directors shall notify the shareholders' representatives of the issues for deliberation prior to 10 days before convening the meeting. The temporal meetings of the shareholders' representatives shall not make resolutions on the issues not stated in the notice.

　　Article 45 The resolutions of the shareholders' representative assembly shall be classified as common resolution and special resolution.

　　To adopt a common resolution in the shareholders' representative assembly， there must at least half of the shareholders' representatives present in the meeting and at least half of the present shareholders' representatives passing the resolution.

　　To adopt a special resolution in the shareholders' representative assembly， there must at least half of the shareholders' representatives present in the meeting and at least two third of the present shareholders' representatives passing the resolution.

　　Article 46 Where a representative is unable to be present at the shareholders' representative assembly for some reasons， the shareholders that have elected the said representative shall elect a temporal representative of shareholders separately to be present at the meeting， or the representative of shareholders shall entrust a proxy to be present at the meeting and exercise the voting right. The proxy shall present the letter of authorization issued by the representative of shareholders， which indicates the scope of authorization clearly， to the board of directors.

　　Article 47 When the representatives of shareholders that attend a shareholders' representative assembly do not reach half of the total representatives of shareholders， the meeting shall be postponed for ten days and the absent representatives o

f shareholders shall be re-notified.

　　If the representatives of shareholders present at the postponed shareholders' representative assembly still cannot reach half of the total， it shall be deemed that the number of attendants has reached the prescribed number. When the ratio of votes calculated as per the actually present representatives of shareholders has reached that stipulated in Article 45 herein， the resolutions adopted at the representative assembly shall be deemed as valid.

　　Article 48 The shareholders' representative assembly shall put down the issues for deliberation into minutes. The minutes shall contain the deliberated issues and the conclusion and be signed by the directors present at the meeting. The minutes shall be preserved along with the signing register of the representatives of shareholders and letter of authorization presented by proxies of representatives.

　　Article 49 Upon conclusion of the shareholders' representative assembly， the representatives of shareholders shall report the contents of meetings to other shareholders represented by them timely.

　　Chapter V Business Management Institution

　　Article 50 The company shall have a board of directors. The board of directors shall be executive organization for decision-making and execution of the operation of the company； it shall be responsible for the shareholders' representative assembly.

　　The composition of the board of directors shall be stipulated in the articles of association of the company.

　　Article 51 The directors shall be elected by the shareholders' representative assembly.

　　The responsibility and powers and the term of office of the directors shall be stipulated in the articles of association of the company.

　　Article 52 The board of directors shall exercise the following functions and powers：

　　（1） Deciding the holding of the shareholders' representative assembly and reporting the work at the shareholders' representative assembly；

　　（2） Implementing the resolutions of the shareholders' representative assembly；

　　（3） Deciding the major issues in the operation of the company；

　　（4） Deciding the setup of the operation and management organizations；

　　（5） Appointing and removing the senior management personnel as manager， vice manager， financial supervisor etc. and deciding their remuneration and the measures of payment；

　　（6） Working out the revision programs of the articles of association of the company；

　　（7） Filing the application for approval of bankruptcy of the company； and

　　（8） Other functions and powers stipulated in the articles of association of the company.

　　Article 53 The board of directors shall have one chairman and may have one or two vice-chairmen. The chairman and vice-chairmen of the board of directors shall be elected by the affirmative votes of more than half of all the directors.

　　The chairman of the board shall be the legal representative of the cooperative stock company.

　　The functions and powers of the chairman of the board shall be stipulated in the articles of association of the company.

　　Article 54 The board of directors shall hold a meeting at least half a year. Upon motion by the chairman of the board or more than one third of directors， the board of directors shall hold a meeting.

　　Article 55 The resolutions of the board of directors shall only be adopted by affirmative votes of a half of the directors. When the votes of the disputing parties are equal， the chairman of the board shall have the right to make a decision.

　　Article 56 The board of directors shall preserve the articles of association of the company， the roster of the shareholders， the minutes of the meetings of the representative assembly and the board of directors for previous years， the balance sheets and the statements of profit and loss in the company. The

shareholders and the creditors shall have right to consult and reproduce upon producing the relevant certification documents.

　　Article 57 Managers of the company shall be employed by the board of directors.

　　The company may have some managers. The vice managers shall be nominated by the managers and appointed upon approval by the board of directors.

　　Article 58 Managers of the company may exercise the following functions and powers：

　　（1） Being responsible for management of daily operation of the company according to the articles of association of the company and the authorization of the board of directors；

　　（2） Implementing the resolutions of the shareholders' general meetings and the meetings of the board of directors；

　　（3） Drafting out the development plans and annual production operation plans of the company；

　　（4） Nominating the senior management personnel as the vice general managers and financial supervisor etc.； appointing and removing other management personnel of the company；

　　（5） Deciding the recruitment， dismissal， reward and punishment of the employees；

　　（6） Attending the meetings of the board of directors； and

　　（7） Other functions and powers entitled by the articles of association or the board of directors.

　　Article 59 The directors and managers shall not be an unlimited liability shareholder of any other economic organization or a partner of a partnership； shall not operate for themselves， or operate for others， the competitive business in the same category as the cooperative stock company they are serving， shall not engage， for themselves or on behalf of others， in purchase and sale， lending and borrowing and other activities which damage the interests of the co

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