威利斯人平台

威利斯人平台

Convening of the General Meeting of Shareholders
Source:International Business Division Date:2018年11月26日

Anthem of CREC—“Trailbreaker”

Convening of the General Meeting of Shareholders


1. Independent director(s) shall have the right to propose to the board of directors that an extraordinary general meeting of shareholders be convened. For such proposal, the board of directors shall, in accordance with laws, regulations and the Articles, make a response in writing on whether or not it agrees to convene an extraordinary general meeting of shareholders within ten
(10) days upon receipt of such proposal.


If the board of directors agrees to convene an extraordinary general meeting of shareholders, a notice of the general meeting of shareholders shall be issued within five (5) days after the resolution of the board of directors is passed. If the board of directors refuses to convene an extraordinary general meeting of shareholders, it shall give an explanation and make a public announcement.


2. The supervisory committee shall have the right to propose to the board of directors that an extraordinary general meeting of shareholders be convened. Such proposal shall be made in writing. The board of directors shall make a written response as to whether or not it agrees to convene such an extraordinary general meeting of shareholders within ten (10) days upon receipt of the proposal in accordance with laws, regulations and the Articles.


If the board of directors agrees to convene an extraordinary general meeting of shareholders, a notice of the general meeting of shareholders shall be issued within five (5) days after the resolution of the board of directors is passed. Changes made to the original proposal in the notice shall be approved by the supervisory committee.


In case the board of directors refuses to convene an extraordinary general meeting of shareholders, or does not give any response within ten (10) days upon receipt of the proposal, the board of directors shall be deemed to be unable or have failed to perform its duty to convene the general meeting of shareholders, and the supervisory committee may convene and preside over the meeting by itself.


3. Where the shareholders request to convene an extraordinary general meeting of shareholders or a class shareholders’ meeting, the following procedures shall be observed:


(1) the shareholders who individually or jointly hold more than 10% of the voting shares at such proposed meeting may execute one or several copies of written request with the same form and contents to propose to the board of directors to convene an extraordin ary general meeting of shareholders or a class shareholders’ meeting and set out the topics of the meeting. The board of directors shall make a written response as to whether or not it agrees to convene such an extraordinary general meeting of shareholders or class shareholders’ meeting within ten (10) days upon receipt of the request in accordance with laws, regulations and the Articles.


If the board of directors agrees, a notice of the meeting shall be issued within five (5) days after the resolution of the board of directors is passed. Changes made to the original request in the notice shall be approved by relevant shareholders.


(2) In case the board of directors refuses, or does not give any response within ten (10) days upon receipt of the request, the shareholders who individually or jointly hold more than 10% of the voting shares at such proposed meeting shall have the right to propose to the supervisory committee for the convening of such meeting, and shall make such request to the supervisory committee in the form of writing.


If the supervisory committee agrees, a notice of the meeting shall be issued within five (5) days upon receipt of the request. Changes made to the original request in the notice shall be approved by relevant shareholders.


If the supervisory committee fails to give the notice of such a meeting within the specified time limit, it shall be deemed to have failed to convene or preside over the meeting, in which case, the shareholders who either individually or jointly hold more than 10% of the Company’s voting shares for more than ninety (90) consecutive days may convene and preside over the meeting by themselves.


4. When the supervisory committee or the shareholders decide to convene a general meeting of shareholders by themselves, they must notify the board of directors in writing and at the same time file the notice with the local branch of CSRC and the stock exchange where the Company is domiciled.


Before the resolutions of general meeting of shareholders are publicly announced, the proportion of the voting shares held by the convening shareholder should not be less than 10% of the total number of the outstanding voting shares of the Company.


When issuing the notice of general meeting of shareholders and the public announcement of the resolutions of general meeting of shareholders, the convening shareholder shall submit relevant supporting materials to the local branch of CSRC and the stock exchange where the Company is domiciled.


5. For the general meeting of shareholders convened by the supervisory committee or the shareholders themselves, the board of directors and the secretary to the board of directors shall provide cooperation. The board of directors shall provide the register of shareholders as at the date of record.


Expenses required for the general meeting of shareholders convened by the supervisory committee or the shareholders themselves shall be borne by the Company.

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