上市公司章程指引(20xx年修订)英汉对照内容摘要:

ders and general Meeting Section 1Shareholders Article 30 The Company shall establish a register of shareholders based on the vouchers provided by the securities registration agency, which shall be a sufficient evidence of a shareholder39。 s shareholdings in the Company. A shareholder shall enjoy rights and undertake obligations according to the class of the shares it holds。 and the shareholders who hold shares of the same class shall enjoy the same rights and undertake the same obligations. Note: The Company shall enter into a share depositary agreement with a securities registration agency, regularly inspect the information on its major shareholders and the changes (including pledge on shares) of their shareholdings, and promptly keep advised of the equity structure of the Company. Article 31 When the Company convenes the general meeting, distributes dividends, proceeds with liquidation or conducts any other activities with the requirement for determining of the identity of its shareholders, the board of directors or the convener of such meeting shall determine the registration date of equity rights. Such persons as registered in the register of shareholders after the close of the registration date for equity rights are the shareholders entitled to the relevant rights and interests. Article 32 The shareholders of the Company enjoy the following rights: (1) receiving dividends and distribution of interests in any other forms in proportion to their shareholding。 (2) requesting, convening, presiding over, attending or appointing a proxy to attend the general meeting according to law and exercising corresponding voting rights。 (3) supervising, and making suggestions and raising questions on the business operation of the Company。 (4) transferring, donating or creating pledge on shares held by them according to the applicable laws, administrative regulations and these Articles of Association。 (5) reading and inspecting these Articles of Association, the register of shareholders, corporate bond counterfoils, minutes of a general meeting, resolutions of the board of directors and the board of supervisors, and financial accounting reports。 (6) in case of termination and liquidation of the Company, participating in the distribution of remaining assets of the Company in proportion to the shares held by them。 (7) requesting the Company to purchase their shares when they oppose a resolution on the merger or division of the Company adopted at a general meeting。 and (8) other rights conferred by the applicable laws, administrative regulations, departmental rules and these Articles of Association. Article 33 Any shareholder who requests to read and inspect the information mentioned above or requests for access to materials shall submit to the Company written documents in support of the class and number of shares it holds. The Company shall provide the same based on the request by such shareholder after verifying the identity of the shareholder. Article 34 In case a resolution of the general meeting or the board of directors violates the applicable laws or administrative regulations, a shareholder may file a petition with the people39。 s court to invalidate such resolution. In case the procedures for convening or the methods of voting at a general meeting or a meeting of the board of directors violate the applicable laws, administrative regulations or these Articles of Association, or the contents of a resolution are in breach of these Articles of Association, a shareholder may file a petition with the people39。 s court to revoke the resolution within 60 days of the date when the resolution was adopted. Article 35 In case a director or a officer has violated the applicable laws, administrative regulations or these Articles of Association during performance of his or her duties to the Company, hence causing losses to the Company, a shareholder or shareholders of the Company who individually or collectively hold no less than one percent of its shares for no less than 180 days continuously may request in writing the board of supervisors to initiate an action with the people39。 s court. If the board of supervisors has violated the applicable laws, administrative regulations or these Articles of Association in the course of performing its duties to the Company, hence causing losses to the Company, its shareholder(s) may request in writing the board of directors to initiate an action with the people39。 s court. In case the board of supervisors or the board of directors refuses to initiate an action upon receipt of a written request from such shareholder(s), fails to initiate an action within 30 days of the date of receipt of the request, or under urgent circumstances where failure to promptly initiate an action would cause possibly irreparable damages to the interests of the Company, the shareholder(s) mentioned above are entitled to initiate directly an action in the people39。 s court in their own names to the interests of the Company. If any third party infringes on the lawful rights of the Company with losses to the Company, the shareholders mentioned above may initiate an action in the people39。 s court according to the provisions of the two clauses above. Article 36 In case a director, supervisor or officer violates the applicable laws, administrative regulations or these Articles of Association with damages to the interests of any shareholder, such shareholder may initiate an action in the people39。 s court. Article 37 A shareholder of the Company shall undertake the following obligations: (1) to abide by the applicable laws, administrative regulations, and these Articles of Association。 (2) to pay the capital fund based on the number of shares it subscribed to and the way of share participation。 (3) not to withdraw his or her shares unless otherwise require。
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