Resolutions

10.

11.

To consider and approve, by way of special resolution, to unconditionally grant a general mandate to the Board to determine and deal with the issue of debt financing instruments of the Company with an outstanding balance amount of up to RMB150 billion (the foreign currency equivalent calculated by using the middle exchange rate announced by the People’s Bank of China on the date of issue) and

determine the terms and conditions of such issue

12.

13.

The issued share capital of the Company and total number of Shares entitling the holders to attend and vote for or against the resolutions set out in 1 to 13 above at the AGM: 183,020,977,818 Shares comprising 161,922,077,818 A Shares and 21,098,900,000 H Shares.

Information on the Shareholders and proxies who attended and voted at the AGM is as follows:

There were no Shares of the Company entitling the holders to attend and vote only against the resolutions at the AGM.

The poll results were subject to scrutiny by Zhang Keping and Fan Kun, representatives of holders of A Shares, Lu Yaozhong, Supervisor of the Company, Gao Yimin of King & Wood Mallesons and Computershare Hong Kong Investor Services Limited. Computershare Hong Kong Investor Services Limited acted as the scrutineer for the vote-counting.

The Company’s registered Chinese name:中国石油天然气股份有限公司

The Company’s registered English name: PetroChina Company Limited.

The Company is a joint stock limited company which has perpetual existence.

All assets of the Company are divided into shares of equal value. The shareholders shall be liable to the Company to the extent of the shares they subscribed for. The Company shall be liable for its debts to the extent of all of its assets.

The Company’s objectives are:

For items required to be approved by laws, operations may be conducted only upon and with the approval of relevant authorities.

The Company’s scope of business shall be consistent with and subject to the scope of business approved by the authority responsible for the registration of the Company.

The Company may, according to the demand in the domestic and international markets, the Company’s development ability and the requirements of its business, adjust its scope of business in accordance with the laws.

Subject to and in compliance with laws and administrative regulations of the People’s Republic of China (“PRC”), the Company has the rights to raise and borrow money, which includes (without limitation) the rights to borrow money, issue debentures, mortgage or pledge all or part of the Company’s interests and to provide guarantees of various forms for the debts of third parties (including, without limitation, subsidiaries or associated companies of the Company) under different circumstances.

There must, at all times, be ordinary shares in the Company. Subject to the approval of the companies approving department authorised by the State Council, the Company may, according to its requirements, create different classes of shares.

The shares of the Company shall be issued in accordance with the principles of openness, fairness and impartiality. Each share of the same class shall carry the same rights and the same benefits.

Shares of the same class issued at the same time shall be issued on the same terms and at the same price. The price of each share subscribed for by any organisation or individual shall be the same.

Shares which the Company issues to Domestic Investors for subscription in Renminbi shall be referred to as “Domestic-Invested Shares”. Shares which the Company issues to Foreign Investors for subscription in foreign currencies shall be referred to as “Foreign-Invested Shares”. Foreign-Invested Shares which are listed overseas are called “Overseas-Listed Foreign-Invested Shares”.

“Foreign currencies” mean the legal currency of countries or regions outside the PRC which are recognised by the foreign exchange authority of the State for payment of the share price to the Company.

Share Capital Movements of the Company:

The Company issued 160,000,000,000 shares to its promoter upon its establishment in November 1999, which then represented 100% of the Company’s share capital.

The Company issued 15,824,176,000 H Shares at its initial public offering in April 2000. The promoter sold 1,758,242,000 shares of the Company held by it. The share capital of the Company changed to 175,824,176,000 ordinary shares, of which 158,241,758,000 shares were held by the promoter of the Company, China National Petroleum Corporation, representing approximately 90% of the Company’s share capital, and 17,582,418,000 shares were held by the H Shares shareholders, representing 10% of the Company’s share capital.

The Company placed 3,516,482,000 H shares (including the shares sold by the promoter, namely 287,712,182 shares sold by the National Council for Social Securities Fund and 31,968,000 additional H shares sold by the National Council for Social Securities Fund pursuant to the exercise in full of the managers’ option) in September 2005. The share capital of the Company changed to 179,020,977,818 ordinary shares, of which 157,922,077,818 shares were held by the promoter of the Company, China National Petroleum Corporation, representing approximately 88.21% of the Company’s share capital, and 21,098,900,000 shares were held by the H Shares shareholders, representing approximately 11.79% of the Company’s share capital.

The Company issued 4,000,000,000 A Shares in October 2007. The share capital of the Company changed to 183,020,977,818 ordinary shares, of which 157,922,077,818 shares are held by the promoter of the Company, China National Petroleum Corporation, representing approximately 86.29% of the Company’s share capital, 4,000,000,000 shares are held by the other holders of Domestic-Invested Shares, representing approximately 2.18% of the Company’s share capital, and 21,098,900,000 shares are held by the H Shares shareholders, representing approximately 11.53% of the Company’s share capital.

After the Company’s increase of share capital by means of the issuance of new shares has been approved in accordance with the provisions of the Company’s Articles of Association, the issuance shall be made in accordance with the procedures set out in the relevant laws and administrative regulations.  

Unless otherwise stipulated in the relevant laws or administrative regulations, shares of the Company shall be freely transferable and are not subject to any lien.

Domestic-Invested Shares and Overseas-Listed Foreign-Invested Shares shall be purchased, sold, donated, inherited and charged on in accordance with the PRC laws and the Company’s Articles of Association. The transfer and transmission of the shares shall be registered in accordance with the relevant regulations.

The Company may not accept its own shares as the subject matter of a pledge.

The Company has the power to sell the shares of a shareholder who is untraceable and retain the payment, if

(a) during a period of 12 years at least three times dividends in respect of the shares in question have become payable and no dividend during that period has been claimed; and

(b) on expiry of the 12 years the Company gives notice of its intention to sell the shares by way of an advertisement with the approval from the securities authority of the State Council, and notifies the relevant domestic and overseas securities regulatory authorities of such intention.

(i) if the shares being repurchased were issued at par value, payment shall be made out of the account balance of distributable profits of the Company;

(ii) if the shares being repurchased were issued at a premium to its par value, payment shall be made out of the account balance of distributable profits of the Company or out of the proceeds from the issue of new shares made for the purpose of repurchasing old shares, provided that the amount paid out of the proceeds from the issue of new shares shall not exceed the aggregate amount of premiums received by the Company on the issue of the shares repurchased, nor shall it exceed the book value of the Company’s capital common reserve fund account (including the amount of premiums received on the issue of new shares) at the time of the repurchase;

(i) payment for the acquisition of the right to repurchase its own shares;

(ii) payment for variation of any contract for the repurchase of its shares;

(iii) payment for the release of its obligation(s) under any contract for the repurchase of shares;

A duplicate register of shareholders for the holders of Overseas-Listed Foreign-Invested Shares shall be maintained at the Company’s residence. The appointed overseas agent(s) shall ensure consistency between the original and the duplicate register of shareholders of Overseas-Listed Foreign-Invested Shares at all times.

If there is any inconsistency between the original and the duplicate register of shareholders of Overseas-Listed Foreign -Invested Shares, the original shall prevail.

Different parts of the register of shareholders shall not overlap. No transfer of any shares registered in a certain part of the register shall, during the continuance of that registration, be registered in any other part of the register.

Amendments or rectification of the register of shareholders shall be made in accordance with the laws of the place where the register of shareholders is maintained.

All Overseas-Listed Foreign-Invested Shares shall be transferred by instrument in writing in any usual or common form or any other form which the directors may approve. The instrument of transfer of any share may be executed by hand without seal. If the shareholder is a recognised clearing house or its nominee defined by the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), the share transfer form may be executed by hand or in mechanically-printed form.

All Overseas-Listed Foreign-Invested Shares listed in Hong Kong which have been fully paid-up may be freely transferred in accordance with the Company’s Articles of Association. However, unless such transfer complies with the following requirements, the board of directors may refuse to recognise any instrument of transfer and would not need to provide any reason therefor:

The directors, supervisors, president, senior vice presidents, vice presidents, chief financial officer and other senior officers of the Company shall declare to the Company the status of their respective shareholding in the Company and any change thereof, and during their respective term of office, may not on an annual basis transfer more than twenty-five per cent (25%) of the shares of the Company held by them respectively. The shares held by the aforementioned person may not be transferred within one (1) year of the date of listing of the Company’s shares. Any of the aforementioned person may not transfer the shares in the Company held by him/her within six (6) months after he/she leaves office, except for changes in his/her shares as a result of judicial enforcement, succession, bequest, or legal partition of property.

Where a director, supervisor, president, senior vice president, vice president, chief financial officer and other senior officer of the Company holds not more than one thousand (1,000) shares of the Company, he/she may transfer all of the shares at a time and shall not be subject to the restriction on transfer percentage specified in the preceding paragraph.

A shareholder shall enjoy rights and assume obligations according to the class and number of shares held by him; shareholders who hold shares of the same class shall enjoy the same rights and assume the same obligations.

In the case of the joint shareholders, if one of the joint shareholders is deceased, only the other existing shareholders of the joint shareholders shall be deemed as the persons who have the ownership of the relevant shares. But the board of directors has the power to require them to provide a certificate of death as necessary for the purpose of modifying the register of shareholders. For joint shareholders of the shares, only the joint shareholder ranking first in the register of shareholders has the right to accept certificates of the relevant shares, receive notices of the Company, attend and vote at shareholders’ general meetings of the Company. Any notice which is delivered to such shareholder shall be considered as having been delivered to all the joint shareholders of the relevant shares.

(i) the right to obtain a copy of the Company’s Articles of Association, subject to payment of costs;

(ii) the right to inspect and copy, subject to payment of a reasonable fee:

(a)   all parts of the register of shareholders;

(b)   personal particulars of each of the Company’s directors, supervisors, president, senior vice presidents, vice presidents, chief financial officer and other senior officers, including:

(aa)  present and former name and alias;

(bb)  principal address (place of residence);

(cc)  nationality;

(dd)  primary and all other part-time occupations and positions;

(ee)  identification documents and the numbers thereof.

(c)   financial report;

(d)   status of the Company’s share capital;

(e)   reports showing the aggregate par value, number, and highest and lowest price paid in respect of each class of shares repurchased by the Company since the last financial year and the aggregate amount paid by the Company for the repurchases;

(f)   special resolutions passed at the shareholders’ meeting;

(g)   a copy of the latest annual return filed with the State Administration for Industry and Commence of the PRC;

(h)   minutes of shareholders’ general meetings;

(i) counterfoil of corporate bonds, resolutions of the meetings of the board of directors and resolutions of the meetings of the supervisory committee;

(4) not to abuse their shareholders’ rights to harm the Company’s or other shareholders’ interests; not to abuse the Company’s legal person status or the shareholders’ limited liability to harm the interests of the Company’s creditors. If a shareholder abuses its shareholder rights and causes a loss to the Company or other shareholders, he shall be held liable for damages in accordance with laws. If a shareholder abuses the Company’s legal person status or his limited liability as a shareholder to evade debts and thereby seriously harms the interests of the Company’s creditors, he shall bear joint and several liability for the debts of the Company;

(1) the shareholders’ right to speak at the meeting;

(2) the right to demand voting by poll individually or jointly with other persons;

(3) the right to vote by hand or by poll, but a proxy of a shareholder who has appointed more than one (1) proxy may only vote by poll.

If the shareholder is a recognized clearing house defined by the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), such shareholder is entitled to appoint one or more persons as his proxies to attend on his behalf at a general meeting or at any class meeting; but, if one or more persons have such authority, the letter of authorization shall contain the number and class of the shares with respect to each of such authorized persons. Such person can exercise the right on behalf of the recognized clearing house (or its attorney) as if he is an individual shareholder of the Company.

The Company has the right to request a proxy who attends a shareholders’ meeting to provide evidence of his or its identity.

If a shareholder which is a legal person appoints its legal representative to attend a meeting on its behalf, the Company has the right to request such legal representative to produce evidence of his identity and a notarially certified copy of the resolutions of such shareholder’s board of directors in respect of the appointment of the proxy or the power of attorney executed by such other organisation which has the capacity to appoint the proxy.

(1) the chairman of the meeting;

(2) at least two (2) shareholders present in person or by proxy entitled to vote thereat;

(1) increase or reduction in the share capital of the Company and the issue of shares of any class, warrants and other similar securities by the Company;

(2) issue of debentures of the Company;

(3) division, merger, dissolution and liquidation of the Company;

(4) amendment of the Company’s Articles of Association;

(5) acquisition or disposal of major assets in one year or provision of securities for third parties which exceeds thirty per cent (30%) of the latest audited total assets of the Company;

(6) stock incentive plans;

(7) any other matters considered by the shareholders in general meeting, and resolved by way of an ordinary resolution, to be of a nature which may have a material impact on the Company and should be adopted by a special resolution in accordance with the laws, administrative regulations and the Company’s Articles of Association.

If the board of directors refuses to convene an extraordinary general meeting or a class meeting, or it fails to give any feedback within ten (10) days after it has received the request, the shareholders who individually or in aggregate hold not less than ten per cent (10%) of the Company’s shares shall have the right to request in writing the supervisory committee to convene the extraordinary general meeting or class meeting.

(2) If the supervisory committee consents to convene the extraordinary general meeting or the class meeting, it shall give the notice for such shareholders’ general meeting within five (5) days after it has received the request. The consent of the concerned shareholders shall be obtained if any change is to be made to the request in the notice.

If the supervisory committee fails to give notice of convening the shareholders’ general meeting within the provided time limit, the supervisory committee shall be deemed to have failed to convene and preside the shareholders’ general meeting, and the shareholders who individually or in aggregate hold not less than ten per cent (10%) of the Company’s shares for more than ninety (90) consecutive days may at their own discretion convene and preside such a meeting.

Any reasonable expenses incurred by the shareholders concerned by reason of failure by the board of directors to duly convene a meeting shall be repaid to shareholders concerned by the Company and any sum so repaid shall be set-off against sums owed by the Company to the defaulting directors.

The chairman of the board of directors shall preside over the shareholders’ general meetings. When the chairman is unable or fails to perform his duties, the vice-chairman shall preside over the meetings. When the vice-chairman is unable or fails to perform his duties, the director jointly selected by half or more of the directors shall preside over the meeting.

The chairman of the supervisory committee shall preside over the shareholders’ general meeting convened by the supervisory committee. When the chairman of the supervisory committee is unable or fails to perform his duties, the supervisor jointly selected by half or more of the supervisors shall preside over the meeting.

The shareholders’ general meeting convened by shareholders shall be presided over by the representative selected by the convener.

If the shareholders’ general meeting cannot proceed due to violation of the rules of procedures by the chairman during the meeting, another person selected by more than one-half of the shareholders with voting rights and present at the meeting may preside over the meeting, and then the meeting shall proceed.

Article 87.

Those shareholders who hold different classes of shares are class shareholders.

Class shareholders shall enjoy rights and assume obligations in accordance with laws, administrative regulations and the Company’s Articles of Association.

Article 95.

“(An) interested shareholder(s)”, as such term is used in the preceding paragraph, means:

(1) in the case of a repurchase of shares by way of a general offer to all shareholders of the Company or by way of public dealing on a stock exchange pursuant to Article 26, a “controlling shareholder” within the meaning of Article 56;

Written notice of a class meeting shall be given to all shareholders who are registered as holders of that class in the register of shareholders forty-five (45) days before the date of the class meeting. Such notice shall give such shareholders notice of the matters to be considered at such meeting, and the date and the place of the class meeting. A shareholder who intends to attend the class meeting shall deliver his written reply in respect thereof to the Company twenty (20) days before the date of the class meeting.

If the shareholders who intend to attend such class meeting represent half or more of the total number of shares of that class which have the right to vote at such meeting, the Company may hold the class meeting; if not, the Company shall within five (5) days give the shareholders further notice of the matters to be considered, and the date and the place of the class meeting by way of public announcement. The Company may then hold the class meeting after such public announcement has been made.

Directors shall be elected at the shareholders’ general meeting each for a term of three (3) years. A director may be re-elected upon the expiry of his term, and any independent director shall not serve as an independent director of the Company for a consecutive period of over six (6) years. The term of office of a director shall commence from the date when the relevant resolution is passed at the shareholders’ general meeting.

The period for lodgement of notices in writing to the Company of the intention to propose a person for election as a director and of such person’s willingness to be elected shall be at least seven (7) days, which shall commence no earlier than the day after the despatch of the notice of the shareholders’ general meeting to be convened to consider such election and shall end no later than seven (7) days prior to the date of such general meeting.

The Chairman and the Vice-chairman shall be elected and removed by more than one-half of all of the members of the board of directors.

If no re-election is timely carried out upon the expiration of a director’s term of office, the original director shall perform his duties as a director in accordance with laws, administrative regulations, department rules and the Company’s Articles of Association until a new director is elected and takes his position.

President, senior vice presidents, vice presidents, chief financial officer or other senior officers may concurrently serve as a director, provided that the aggregate number of such directors shall not exceed one half of all the directors of the Company.

Subject to compliance with all relevant laws and administrative regulations, the shareholders’ general meeting may by ordinary resolution remove any director before the expiration of his term of office. However, the director’s right to claim for damages which arises out of his removal under any agreement shall not be affected thereby.

The Directors shall not be required to hold qualifying shares.

(1) to preside over shareholders’ general meetings and to convene and preside over meetings of the board of directors;

(2) to check on the implementation of resolutions passed by the board of directors at directors’ meetings;

(3) to sign the securities certificates issued by the Company;

(4) to exercise other powers conferred by the board of directors.

When the Chairman is unable to exercise his powers, such powers shall be exercised by the Vice-chairman who has been designated by the Chairman to exercise such powers on his behalf.

A notice for a meeting of the board of directors shall set out the followings:

(1) time and venue of the meeting;

(2) duration of the meeting;

(3) reasons and agenda;

(4) the delivery date of the notice.

Meetings of the board of directors shall be held only if half or more of the directors (including any director appointed as a representative of another director pursuant to Article 115 of the Company’s Articles of Association) are present.

Each director shall have one (1) vote. Unless otherwise provided for in the Company’s Articles of Association, a resolution of the board of directors must be passed by more than half of all of the directors of the Company. A resolution of the board of directors relating to related party transactions shall be signed by independent (non-executive) directors before coming into effect.

Where there is an equality of votes cast both for and against a resolution, the Chairman of the board of directors shall have a casting vote.

A director shall not vote on any board resolution in which he or any of his associates or a substantial shareholder has a material interest nor shall he be counted in the quorum present at the same board meeting. The relevant transaction shall be dealt with by way of a board meeting and not by way of circulation of written meeting materials. If an independent non-executive director (and whose associates) has no material interests in the transaction, he should be present at such board meeting.

In this Article, “substantial shareholder” and “associate” shall have the same meaning as defined in the listing rules. If any stock exchange where the shares of the Company are listed sets out more stringent rules in relation to the matters on which any director should abstain from voting, the directors should comply with the more stringent rules.

A director may resign from his position prior to the expiration of his term of service. The resigning director shall submit a written resignation report to the board of directors. Except for special circumstances, the board of directors shall disclose the information in connection thereof within two (2) days.

If the number of the members of the board of directors falls below the statutory minimum due to the resignation of a director, the resigning director shall perform his duties as a director in accordance with laws, administrative regulations, department rules and the Company’s Articles of Association until a new director is elected and takes his position.

Except for the circumstance mentioned in the preceding paragraph, a director’s resignation shall take effect upon the delivery of the resignation report with the board of directors.

(1) to organise board meetings and shareholders’ general meetings of the Company, and to ensure that the Company has complete organisation documents and records;

(2) to ensure that minutes of the meetings of the board of directors shall be circulated to all directors for their review, signature and records within 14 days after the board meeting is held and to keep such minutes for inspection;

(3) to ensure that the Company prepares and delivers, in accordance with laws, those reports and documents required by competent authorities entitled thereto;

(4) to ensure that the Company’s registers of shareholders are properly maintained and that persons entitled to receive the Company’s records and documents are furnished therewith without delay.

Article 124.

Article 125.

The supervisory committee shall compose of nine (9) supervisors. One of the members of the supervisory committee shall act as the chairman. Each supervisor shall serve for a term of three (3) years, which is renewable upon re-election.

The term of office of a supervisor shall commence from the date on which he takes his position.

The election or removal of the chairman of the supervisory committee shall be determined by two-thirds or more of the members of the supervisory committee.

The chairman shall serve for a term of three (3) years, which is renewable upon re-election.

If the number of members of the supervisory committee falls below the statutory minimum due to a failure to timely elect a supervisor upon expiration of a supervisor’s term of office or due to the resignation of a supervisor during his term of office, the original supervisor shall continue to perform his duties as a supervisor in accordance with laws, administrative regulations and the Company’s Articles of Association until the newly elected supervisor takes his position.

The supervisory committee shall convene at least one meeting every six (6) months. The supervisors may propose to convene an extraordinary meeting of the supervisory board.

Meetings of the supervisory committee shall be convened by the chairman of the supervisory committee. If the chairman is unable or fails to perform his duties, a supervisor jointly selected by half or more of the supervisors shall convene and preside over the meetings.

Article 132.

Article 133.

Article 134.

Article 136.

Article 137.

Article 138.

Article 139.

(10) not to compete with the Company in any way without the informed consent of the shareholders given in a general meeting;

(11) not to misappropriate the Company’s funds or lend such funds to any other person, not to use the Company’s assets to set up deposit accounts in his own name or in any other name or use such assets to guarantee the debts of a shareholder of the Company or any other personal liabilities;

(12) not to release any confidential information relating to the Company which he has obtained during his term of office without the informed consent of the shareholders in a general meeting and not to use such information other than for the Company’s benefit, save that disclosure of such information to the court or other governmental authorities is permitted if:

(ii)  disclosure is required for public interests;

(iii)  disclosure is required for the interests of the relevant director, supervisor, president, senior vice
president, vice president, chief financial officer or other senior officer;

(13) to strictly comply with the relevant laws and regulations and the relevant rules of the stock exchanges on which
the shares of the Company are listed in respect of dealings in the securities of the Company.

Article 141.

Article 145.

The Company shall not directly or indirectly make a loan to or provide any security for a director, supervisor, president, senior vice president, vice president, chief financial officer or other senior officer of the Company or of the Company’s holding company or any of their respective associates.

The foregoing prohibition shall not apply to the following circumstances:

(1) the security was provided in connection with a loan which was made to an associate of any of the directors, supervisors, president, senior vice presidents, vice presidents, chief financial officer and other senior officers of the Company or of the Company’s holding company and the lender did not know of the relevant circumstances when providing the loan; or

(2) the collateral which has been provided by the Company has already been lawfully disposed of by the lender to a bona fide purchaser.

(1) emoluments in respect of his service as director, supervisor or senior officer of the Company;

(2) emoluments in respect of his service as director, supervisor or senior officer of any subsidiary of the Company;

(3) emoluments in respect of the provision of other services in connection with the management of the affairs of the Company and any of its subsidiaries;

(4) payment by way of compensation for loss of office, or as consideration for or in connection with his retirement from office.

(1) an offer made by any person to all the shareholders;

(2) an offer made by any person with a view to making the offeror become a “controlling shareholder” within the meaning of Article 56.

If the relevant director or supervisor does not comply with this Article, any sum so received by him shall belong to those persons who have sold their shares as a result of the acceptance of such offer. The expenses incurred in distributing such sum on a pro rata basis amongst such persons shall be borne by the relevant director or supervisor and shall not be paid out of such sum.

The Company may, if so resolved by the shareholders’ meeting, make allocations to the discretionary common reserve fund from after-tax profits after making allocations to the statutory common reserve fund from the after-tax profits.

The Company’s after-tax profits remaining after it has made up its losses and made allocations to its common reserve fund shall be distributed in proportion to the shareholdings of its shareholders.

If the shareholders’ meeting violates the preceding paragraph by distributing profits to shareholders before the Company has made up its losses and made allocations to the statutory common reserve fund, the profits distributed in violation of laws must be returned to the Company by the shareholders.

The shares held by the Company shall not be entitled to profit distribution.

(1) premium on shares issued at a premium price;

(2) any other income prescribed by the finance regulatory department of the State Council as capital common reserve fund.

The capital common reserve fund may not be used to make up the losses of the Company.

The common reserve fund of the Company shall be applied for the following purposes:

(1) to make up losses;

(2) to expand the Company’s production and operation;

(3) to be converted into capital. The Company may convert its common reserve fund into capital with the approval of shareholders in a general meeting. When such conversion takes place, the Company shall either distribute new shares in proportion to the existing shareholding percentages, or increase the par value of each share, provided, however, that when the statutory common reserve fund is converted to capital, the balance of the statutory common reserve fund may not fall below 25% of the registered capital.

(1) The Company shall give full consideration to the reasonable investment returns for its investors and seek to protect the long-term interests of the Company, the overall interests of all of its shareholders as well as sustainable development of the Company itself. It shall also strive to maintain the consistency and stability of its policy on distribution of profits.

(2) The Company may pay any dividends in cash, shares or otherwise in such other way as permitted by laws and regulations. The Company will tend to pay any such dividends in cash over other methods of payment.

(3) The Company shall pay cash dividends for the year in which both the net profit attributable to the parent company and the cumulative undistributed profit are positive and so long as the cash flows of the Company may support its normal course of operation and sustainable development. Any such cash dividends shall not be less than 30% of the net profit attributable to the parent company for that year.

(4) If, for any special reason, the Company will have to revise or modify the profit distribution policy as provided in (2) and (3) under this article, any such revision or modification, having been appraised by independent directors of the Company, shall be adopted by the Board of Directors prior to consideration for approval at a shareholders’ meeting. The general meeting shall be held in such a manner which satisfies the regulatory requirements of the jurisdiction in which the Company is listed.

If the shareholders’ general meeting passes motions in connection with the distribution of cash dividend, allotment of bonus shares, or conversion of capital common reserve fund into share capital, the Company shall implement detailed plans thereof within two (2) months after the conclusion of such shareholders’ general meeting.

If a shareholder has not claimed his dividends six years after such dividends has been declared in accordance with the Articles of Association, such shareholder is deemed to forfeit his right to claim such dividends. The Company shall not exercise its power to forfeit the unclaimed dividends until after the expiry of the applicable limitation period.

The Company shall appoint receiving agents for holders of the Overseas-Listed Foreign-Invested Shares. Such receiving agents shall receive dividends which have been declared by the Company and all other amounts which the Company should pay to holders of Overseas-Listed Foreign-Invested Shares on such shareholders’ behalf.

The receiving agents appointed by the Company shall meet the relevant requirements of the laws of the place where the Company’s shares are listed or the relevant regulations of the stock exchange.

CHAPTER 16: APPOINTMENT OF ACCOUNTING FIRMS

The accounting firm appointed by the Company shall enjoy the following rights:

(1) the right to review to the books, records and vouchers of the Company at any time and the right to require the directors, president, senior vice presidents, vice presidents, chief financial officer and other senior officers of the Company to supply relevant information and make explanations;

The Company’s appointment, removal or non-renewal of the appointment of an accounting firm shall be resolved by the shareholders in a general meeting. Such resolution shall be filed with the securities authority of the State Council.

Where a resolution at a general meeting of shareholders is passed to appoint as the Company’s accounting firm a firm other than an incumbent accounting firm, to fill a casual vacancy in the office of the accounting firm, to reappoint as the Company’s accounting firm a retiring accounting firm who was appointed by the board of directors to fill a casual vacancy or to remove an accounting firm before the expiration of its term of office, the following provisions shall apply:

(1) A copy of the appointment or removal proposal shall be sent (before notice of meeting is given to the shareholders) to the accounting firm proposed to be appointed or proposing to leave its post or the accounting firm which has left its post in the relevant fiscal year (leaving includes leaving by removal, resignation and retirement).

(2) If the accounting firm leaving its post makes representations in writing and requests the Company to give the shareholders notice of such representations, the Company shall (unless the representations have been received too late) take the following measures:

(a) in any notice regarding the adoption of resolutions given to shareholders, state the fact of the representations having been made; and

(b) attach a copy of the representations to the notice and deliver it to the shareholders in the manner stipulated in the Company’s Articles of Association.

(4) The accounting firm which is leaving its post shall be entitled to attend the following shareholders’ general meetings:

(a) the shareholders’ general meeting at which its term of office would otherwise have expired;

(b) the shareholders’ general meeting at which it is proposed to fill the vacancy caused by its removal; and

(c) the shareholders’ general meeting which is convened as a result of its resignation,

and to receive all notices of, and other communications relating to, any such meeting, and to be heard at any such meeting which it attends on any part of the business of the meeting which concerns it as former accounting firm of the Company.

(1) a statement to the effect that there are no circumstances connected with its resignation which it considers should be brought to the notice of the shareholders or creditors of the Company; or

(2) a statement of any such circumstances.

In the event of the merger or division of the Company, a plan shall be presented by the Company’s board of directors and shall be approved in accordance with the procedures stipulated in the Company’s Articles of Association. The Company shall then go through the relevant approval process. A shareholder who objects to the plan of merger or division shall have the right to demand the Company or the shareholders who consent to the plan to acquire his shares at a fair price. The contents of the resolution of merger or division of the Company shall constitute special documents which shall be available for inspection by the shareholders of the Company.

Such special documents shall be sent by mail to holders of Overseas-Listed Foreign-Invested Shares. The recipient’s address should be based on the information contained in the register of shareholders.

Where there is a division of the Company, its assets shall be divided up accordingly.

In the event of division of the Company, the parties to such division shall execute a division agreement and prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within ten (10) days commencing from the date of the Company’s division resolution and shall publish a public announcement in a newspaper within thirty (30) days commencing from the date of the Company’s division resolution.

Liabilities incurred by the Company prior to the division shall be borne by the companies surviving the division jointly and severally, unless the Company and its creditors have entered into a written agreement on payment of debts prior to the division and the agreement stipules otherwise.

(1) to sort out the Company’s assets and prepare a balance sheet and an inventory of assets respectively;

(2) to notify the creditors or to publish public announcements;

(3) to deal with any unfinished businesses of the Company in connection with the liquidation;

(4) to pay all outstanding taxes as well as taxes arising in the course of liquidation;

(5) to settle claims and debts;

(6) to deal with the residual assets remaining after the Company’s debts have been repaid;

The Company’s Articles of Association shall be amended in the following manner:

(1) The board of directors shall propose amendments to the Company’s Article of Association;

(2) The foregoing proposal shall be furnished to the shareholders in writing and a shareholders’ meeting shall be convened;

(3) The amendments shall be approved by votes representing two-thirds or more of the voting rights represented by the shareholders present at the meeting.

Where a dispute or claim of rights referred to in the preceding paragraph is referred to arbitration, the entire claim or dispute must be referred to arbitration, and all persons who have a cause of action based on the same facts giving rise to the dispute or claim or whose participation is necessary for the resolution of such dispute or claim, shall, where such person is the Company, the Company’s shareholders, directors, supervisors, president, senior vice presidents, vice presidents, chief financial officer or other senior officers of the Company, comply with the arbitration.

Disputes in respect of the definition of shareholders and disputes in relation to the register of shareholders need not be resolved by arbitration.

If a claimant elects for arbitration to be carried out at Hong Kong International Arbitration Centre, any party to the dispute or claim may apply for the proceedings to take place in Shenzhen in accordance with the securities arbitration rules of the Hong Kong International Arbitration Centre.

Any corporate communication may be served by the Company to any holders of Overseas-Listed Foreign-Invested Shares by electronic means, including the submission of any ready-to-publish electronic copy of documents through HKEx-EPS to the Hong Kong Stock Exchange for publication on its website and the submission of the Company’s annual report (including audited financial statements) or other information in electronic forms to U.S. Securities and Exchange Commission (the “SEC”). The Company shall simultaneously publish the same information on its website.

Holders of the Company’s Overseas-Listed Foreign-Invested Shares may choose in writing to receive the corporate communication that the Company must send to shareholders either by post or by electronic means, and also choose to receive the English language version only or the Chinese language version only or both the English and Chinese language versions. They shall have the right at any time by reasonable prior written notice served on the Company to change their choices as to the manner of receiving the same and the language in accordance with applicable procedures.

Notices to be issued to holders of Domestic-Invested Shares shall be released in any one or more media appointed by the securities authority of the State Council. All holders of Domestic-Invested Shares shall be deemed to have received such notices once they are published.

In the Company’s Articles of Association, references to “accounting firm” shall have the same meaning as “auditor”.

In the Company’s Articles of Association, references to “listing rules”, if not stated otherwise, shall mean the Rules of Shanghai Stock Exchange for the Listing of Shares and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited collectively.