Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
PROPOSED AMENDMENTS TO THE ARTICLES OF
ASSOCIATION AND THE RULES OF
PROCEDURE OF GENERAL MEETINGS
This announcement is made by the board (the "Board") of directors (the "Directors") of Sichuan Expressway Company Limited* (the "Company") and its subsidiaries (collectively referred to as the "Group") according to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
According to the Company Law of the People's Republic of China (Revised in 2018), the Securities Law of the People's Republic of China (Revised in 2019), the Reply of the State Council on Provisions of Adjusting Notice Period of General Meeting and Other Relevant Matters Applicable to Overseas Listed Companies (Guo Han [2019] No. 97) and other relevant laws, regulations and regulatory documents, the Board of the Company proposed to amend relevant provisions of the Articles of Association (the "Articles of Association") and the Rules of Procedure of General Meetings (the "Rules of Procedure of General Meetings") of the Company.
- 1 -
Proposed Amendments to the Articles of Association
The details of the proposed amendments to the Articles of Association are as follows:
COMPARISON TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Before Amendments | After Amendments |
Article 27 . After the issue of the | Article 27 . After the issue of the |
domestic-listed domestic shares set out | domestic-listed domestic shares set out |
in the second paragraph of Article 23, the | in the second paragraph of Article 24, the |
Company's registered capital is Renminbi | Company's registered capital is Renminbi |
3,058,060,000. | 3,058,060,000. |
A r t i c l e 3 8 . T h e C o m p a n y m a y , | A r t i c l e 3 8 . T h e C o m p a n y m a y , |
according to the procedures provided in | according to laws and regulations and |
these Articles of Association and subject | other regulatory documents,repurchase |
to the approval of the relevant governing | (buyback/purchase)its issued shares in |
authority of the State, repurchase its issued | the following circumstances: |
shares in the following circumstances: | |
(1) c a n c e l l a t i o n o f s h a r e s f o r t h e | (1) reduction of its registered capital; |
reduction of its capital; | |
(2) merging with another company that | (2) merging with another company that |
holds shares in the Company; | holds shares in the Company; |
(3) to transfer shares to employees of | (3) to utilize its shares in employee |
the Company as incentives; | stock ownership plans or equity |
incentives; | |
(4) to request the Company to repurchase | (4) to request the Company to repurchase |
its shares by the shareholders when | its shares by the shareholders when |
they disagree with the decision for | they disagree with the resolutionfor |
merger or division of the Company | merger or division of the Company |
made at the general meeting; | made at the general meeting; |
- 2 -
Before Amendments | After Amendments |
- other circumstances permitted by (5) to utilize its shares to satisfy the
laws and administrative regulations. | conversion of corporate bonds | |||
i s s u e d b y t h e C o m p a n y w h i c h | ||||
are convertible into shares of the | ||||
Company; | ||||
(6)t o s a f e g u a r d t h e v a l u e o f t h e | ||||
Companyand the shareholders' | ||||
interests as the Company deems | ||||
necessary; | ||||
(7) other circumstances permitted by | ||||
laws and administrative regulations. | ||||
Save as aforesaid, the Company shall not | Save as aforesaid, the Company shall not | |||
conduct any activities to deal in the shares | conduct any activities to deal in the shares | |||
of the Company. | of the Company. | |||
The Company's purchase of its own The Company's purchase of its own | ||||
shares for any of the reasons as mentioned | shares shall be subject to a resolution | |||
in items (1) to (3) of this Article shall | to be passed at the general meeting for | |||
be subject to a resolution to be passed at | any of the reasons as mentioned in items | |||
the shareholders' general meeting. After | (1), (2), paragraph 1 of this Article; | |||
the Company purchases its own shares | and to a resolution to be passed at the | |||
pursuant to this Article, it shall, under the | board meeting with more than two - | |||
circumstance as mentioned in item (1), | thirds of directors present, pursuant | |||
write them off within 10 days after the | to the provisions of the Articles of | |||
purchase; while under either circumstance | Association or under the authorization of | |||
as mentioned in items (2) or (4), transfer | the general meeting for any of the reasons | |||
them or write them off within 6 months. as mentioned in items (3), (5) or (6), | ||||
The Company's registered capital shall | paragraph 1. | |||
be reduced by the aggregate par value of | ||||
those cancelled shares accordingly. | ||||
The shares purchased by the Company | ||||
in accordance with item (3) of this | ||||
Article shall not exceed 5% of the total | ||||
issued shares of the Company. The fund | ||||
to finance the share purchase shall be | ||||
expensed out of the Company's profit | ||||
after taxation. The shares purchased by | ||||
the Company shall be transferred to its | ||||
employees within 1 year. |
- 3 -
Before Amendments | After Amendments |
After the Company purchases its own | |
shares pursuant to this Article, it shall, | |
under the circumstance as mentioned | |
in item (1), paragraph 1, write them off | |
within 10 days after the purchase; under | |
either circumstance as mentioned in items | |
(2) or (4), transfer them or write them | |
off within 6 months; and under either | |
circumstance as mentioned in items | |
(3), (5) or (6), hold shares in aggregate | |
not more than 10% of the total issued | |
shares of the Company and transfer | |
them or write them off within 3 years | |
after the issuance of the announcement | |
of repurchase results and share changes. | |
The Company's registered capital shall | |
be reduced by the aggregate par value of | |
those cancelled shares accordingly. | |
When the Company purchases the shares | |
of the Company under the circumstances | |
specified in items (3), (5) and (6), | |
paragraph 1, it shall be conducted through | |
open centralized trading. | |
Article 42. | Article 42. |
⋯⋯ | ⋯⋯ |
This Article shall not apply in the | This Article shall not apply in the |
circumstances specified in Article 43. | circumstances specified in Article 44. |
Article 44. The following transactions | Article 44. The following transactions |
shall not be deemed to be activities | shall not be deemed to be activities |
prohibited by Article 41 of this Chapter: | prohibited by Article 42of this Chapter: |
⋯⋯ | ⋯⋯ |
- 4 -
Before Amendments | After Amendments |
Article 52. All domestic-listed domestic | Article 52. All domestic-listed domestic |
shares may be legally transferred, | shares may be legally transferred, |
but shall be subject to the following | but shall be subject to the following |
provisions: | provisions: |
⋯⋯ | ⋯⋯ |
(4) any gains from sale of shares in | (4) any gains from sale of shares in |
the Company by any Director, | the Company or other securities |
Supervisor, other senior management | of equity natureby any Director, |
members or shareholders holding 5% | Supervisor, senior management |
or more of the shares with voting | membersor shareholders holding 5% |
rights in the Company within six | or more of the shares with voting |
months after their purchase of the | rights in the Company within six |
same, and any gains from purchase | months after their purchase of the |
of shares in the Company by any | same, and any gains from purchase |
of the aforesaid parties within | of shares in the Company by any |
6 months after sale of the same | of the aforesaid parties within |
shall be disgorged and paid to the | 6 months after sale of the same |
Company. The Board of Directors of | shall be disgorged and paid to the |
the Company shall forfeit such gains | Company. The Board of Directors of |
from the abovementioned parties, | the Company shall forfeit such gains |
except that the six - month time | from the abovementioned parties, |
limit for sale of such shares shall | except for a securities company |
not apply to a securities company | holding 5% or more of the shares |
holding 5% or more of the shares | in the Company as a result of its |
in the Company as a result of its | purchase of remaining shares offered |
purchase of remaining shares offered | under an underwriting obligation and |
under an underwriting obligation. | other circumstances stipulated by |
the securities regulatory authorities | |
under the State Council. | |
The shares of the Company or other | |
securities of equity nature held by | |
t h e D i r e c t o r s , S u p e r v i s o r s , s e n i o r | |
management members or individual | |
shareholders as mentioned in item (4), | |
paragraph 1 include the same held by | |
their spouses, parents and children and | |
held through other people's accounts. | |
- 5 -
Before Amendments | After Amendments |
Should the Board of Directors of the | S h o u l d t h e B o a r d o f D i r e c t o r s o f |
C o m p a n y f a i l t o c o m p l y w i t h t h e | t h e C o m p a n y f a i l t o c o m p l y w i t h |
requirements set out in item (4) of this | the requirements set out in item (4), |
Article, a shareholder shall have the right | paragraph 1of this Article, a shareholder |
to request the Board of Directors to effect | shall have the right to request the Board |
the same within 30 days. Should the | of Directors to effect the same within |
Board of Directors fail to do so within the | 30 days. Should the Board of Directors |
said time limit, a shareholder shall have | fail to do so within the said time limit, a |
the right to initiate proceedings in the | shareholder shall have the right to initiate |
People's Court directly in his own name | proceedings in the People's Court directly |
for the interests of the Company. | in his own name for the interests of the |
Company. | |
Should the Board of Directors of the | S h o u l d t h e B o a r d o f D i r e c t o r s o f |
C o m p a n y f a i l t o c o m p l y w i t h t h e | t h e C o m p a n y f a i l t o c o m p l y w i t h |
requirements set out in item (4) of this | t h e r e q u i r e m e n t s s e t o u t i n i t e m |
Article, the responsible Director(s) shall | (4), paragraph 1of this Article, the |
bear several liabilities. | responsible Director(s) shall bear several |
liabilities. | |
Article 53. No changes in the share | Article 53. Provided that the PRC laws |
register due to transfer of shares may be | and regulations and the stock exchange |
made within thirty (30) days before the | or securities regulatory and registration |
date of a shareholders' general meeting | authorities where the Company has its |
or within five (5) days before the record | shares listed have any provisions in |
date for the Company's distribution of | respect of the period of closure of the |
dividends. The above stipulations shall | register of members prior to the date of |
apply to the holders of H Shares. | a general meeting or the benchmark date |
set by the Company for the purpose of | |
distribution of dividends, such provisions | |
shall prevail. | |
- 6 -
Before Amendments | After Amendments | ||
A r t i c l e 7 2 . W h e n t h e C o m p a n y | A r t i c l e 7 2 . W h e n t h e C o m p a n y | ||
convenes a shareholders' general meeting, | convenes an annual general meeting, | ||
written notice of the meeting shall be | a written notice shall be given twenty | ||
given not less than forty-five (45) days | (20) business daysbefore the meeting, | ||
before the date of the meeting to notify all | and when the Company convenes an | ||
shareholders in the share register of the | extraordinary general meeting, a written | ||
matters to be transacted and the date and | notice shall be given ten (10) business | ||
the place of the meeting. A shareholder | days or fifteen (15) days (whichever is | ||
who intends to attend the meeting shall | later) prior to the date of the extraordinary | ||
deliver his written reply concerning the | general meeting,to notify all shareholders | ||
attendance of the meeting to the Company | in the share register of the issues to be | ||
twenty (20) days before the date of the | considered at the meeting and the date | ||
meeting. | and the venue of the meeting. | ||
The period of the delivery of the notice | The period of the delivery of the notice | ||
shall exclude the date convening the | shall exclude the date convening the | ||
meeting. | meeting. | ||
For the notice mentioned in this Article, | For the purpose of holders of H shares, | ||
the dispatch date shall be the date on | the dispatch date of a notice sent by post | ||
which the relevant notice is delivered to | shall be the date on which the relevant | ||
the post office by the Company or the | notice is delivered to the post office | ||
share registrar appointed by the Company | by the Company or the share registrar | ||
for mailing. It is not the date on which the | appointed by the Company for mailing. | ||
relevant notice is deemed to be received | |||
by the shareholder as stated in the Article | |||
259 of the Articles of Association. | |||
⋯⋯ | ⋯⋯ | ||
- 7 -
Before Amendments | After Amendments |
Article 73. The Company shall, based | Article 73. |
on the written replies receive twenty (20) | |
days before the date of the shareholders' | (Deleted the first paragraph of the original |
general meeting from the shareholders, | article) |
calculate the number of voting shares | |
represented by the shareholders who | |
intend to attend the meeting . If the | |
number of voting shares represented by | |
the shareholders who intend to attend | |
the meeting reaches one half or more of | |
the Company's total voting shares, the | |
Company may hold the meeting; if not, | |
then the Company shall within five (5) | |
days notify the shareholders by public | |
notice of the matters to be transacted at, | |
the place and date for, the meeting. The | |
Company then may hold the meeting after | |
such publication of notice. | |
The general meeting shall not vote on and | The general meeting shall not vote on and |
resolve motions not stated in the notice of | resolve motions not stated in the notice of |
the general meeting or motions which do | the general meeting or motions which do |
not meet the requirements in Article 70 of | not meet the requirements in Article 71of |
the Articles of Association. | the Articles of Association. |
- 8 -
Before Amendments | After Amendments |
Article 75. Notice of shareholders' | Article 75. Notice of shareholders' |
general meeting shall be served on the | general meeting shall be served on the |
shareholders (whether or not entitled | shareholders (whether or not entitled |
to vote at the meeting), by delivery or | to vote at the meeting), by delivery or |
prepaid mail to the registered address of | prepaid mail to the registered address of |
any such shareholders. For the holders of | any such shareholders. For the holders of |
domestic shares, notice of the meetings | domestic shares, notice of the meetings |
shall be issued by way of public notice. | shall be issued by way of public notice. |
The public notice referred to in the | The public notice referred to in the |
preceding paragraph shall be published | preceding paragraph shall be published |
in one or more newspapers designated by | in one or more newspapers designated by |
the Securities Supervisory and Regulatory | the Securities Supervisory and Regulatory |
Authority of the State Council within | Authority of the State Council before the |
the interval between forty-five (45) days | convening of the meeting. The full text |
and fifty (50) days before the date of | of the notice shall be at the same time |
the meeting. The full text of the notice | published on the website designed by the |
shall be at the same time published on | Securities Supervisory and Regulatory |
the website designed by the Securities | Authority of the State Council. After the |
Supervisory and Regulatory Authority of | publication of notice, all the holders of |
the State Council. After the publication of | domestic-invested shares shall be deemed |
notice, the holders of domestic-invested | to have received notice of the relevant |
shares shall be deemed to have received | shareholders' general meeting. Where |
notice of the relevant shareholders' | laws, regulations and other normative |
general meeting. | documents provide otherwise for the |
time of the notice, such provisions shall | |
prevail. | |
Subject to the laws and regulations | |
and listing rules in the place where the | |
Company's shares are listed, the notice | |
of shareholder's general meeting can be | |
dispatched or provided through other | |
ways specified in Article 270 of the | |
Articles of Association. | |
- 9 -
Before Amendments | After Amendments |
Article 94. Resolutions of shareholders' | Article 94. Resolutions of shareholders' |
g e n e r a l m e e t i n g s s h a l l b e d i v i d e d | g e n e r a l m e e t i n g s s h a l l b e d i v i d e d |
into ordinary resolutions and special | into ordinary resolutions and special |
resolutions. | resolutions. |
⋯⋯ | ⋯⋯ |
The shareholders (including proxies) | The shareholders (including proxies) |
present at the meeting shall expressly | present at the meeting canexpressly |
state their agreement with or objection to | state their agreement with, objection to |
every matter to be determined by voting, | or abstain from voting everymatter to be |
save and except for those shareholders | determined by voting, save and except for |
(who are legal owners being the share | those shareholders (who are legal owners |
registrars under the connected stock | being the share registrars under the |
market between the PRC market and HK | connected stock market between the PRC |
market) who have made such declaration | market and HK market) who have made |
in accordance with the instructions of the | such declaration in accordance with the |
beneficial owners. | instructions of the beneficial owners. |
For shareholders of A Shares, votes | |
unfilled, incorrectly filled and illegible, | |
and uncast votes shall be deemed as a | |
waiver by voters, and the voting results of | |
the number of shares held by them shall | |
be counted as "abstention". | |
Provided that the PRC laws and regulations | |
and the stock exchange or securities | |
regulatory and registration authorities | |
where the Company has its shares listed | |
have any provisions in respect of the | |
foregoing voting and counting matters, | |
such provisions shall prevail. | |
- 10 -
Before Amendments | After Amendments |
Article 95. A shareholder (including | Article 95. A shareholder (including |
proxy) may exercise voting rights in | proxy) may exercise voting rights in |
accordance with the number of shares | accordance with the number of shares |
carrying the right to vote and each share | carrying the right to vote and each share |
shall have one vote. | shall have one vote. |
⋯⋯ | ⋯⋯ |
For holders of domestic shares, when | |
the significant matters with impact on | |
the interests of the medium and small | |
investors are considered at a shareholders' | |
general meeting, votes on the medium | |
and small investors shall be counted | |
separately. The separate voting results | |
shall be disclosed to the public in a timely | |
manner. | |
Article 105. The following matters shall | Article 105. The following matters shall |
be resolved by a special resolution at a | be resolved by a special resolution at a |
shareholders' general meeting: | shareholders' general meeting: |
(1) the increase or reduction of share | (1) the increase or reduction of share |
capital and the issue of shares of | capital and the issue of shares of |
any class, warrants and other similar | any class, warrants and other similar |
securities; | securities; the repurchase of shares |
of the Company as a result of a | |
reduction in its registered capital; | |
⋯⋯ | ⋯⋯ |
- 11 -
Before Amendments | After Amendments |
Article 127. | Article 127. |
⋯⋯ | ⋯⋯ |
The meaning of "interested shareholder(s)" | The meaning of "interested shareholder(s)" |
as mentioned in the preceding paragraph is: | as mentioned in the preceding paragraph is: |
(1) in the case of a repurchase of shares | (1) in the case of a repurchase of shares |
by pro rata offers to all shareholders | by pro rata offers to all shareholders |
or public dealing on a stock exchange | or public dealing on a stock exchange |
under Article 38, a "controlling | under Article 39, a "controlling |
shareholder" within the meaning of | shareholder" within the meaning of |
Article 62; | Article 63; |
(2) in the case of a repurchase of share | (2) in the case of a repurchase of share |
by an off-market agreement under | by an off-market agreement under |
Article 38, a shareholder to whom | Article 39, a shareholder to whom |
the proposed agreement relates; | the proposed agreement relates; |
⋯⋯ | ⋯⋯ |
Article 128. Resolutions of a class | Article 128. Resolutions of a class |
m e e t i n g s h a l l b e p a s s e d b y v o t e s | m e e t i n g s h a l l b e p a s s e d b y v o t e s |
representing more than two-thirds of the | representing more than two-thirds of the |
voting rights of shareholders of that class | voting rights of shareholders of that class |
represented at the relevant meeting who, | represented at the relevant meeting who, |
according to Article 126, are entitled to | according to Article 127, are entitled to |
vote at class meetings. | vote at class meetings. |
- 12 -
Before Amendments | After Amendments |
Article 129. Written notice of a class | Article 129. Written notice of a class |
meeting shall be given forty-five (45) | meeting shall be given with reference to |
days before the date of the class meeting | the notice period for shareholders' general |
to all shareholders in the share register of | meetings under Article 72 of the Articles |
that class of the matters to be transacted | of Associationto all shareholders in the |
at the date and the place of the class | share register of that class of the matters |
meeting. A shareholder who intends to | to be transacted at the date and the place |
attend the class meeting shall deliver his | of the class meeting. |
written reply concerning attendance at the | |
class meeting to the Company twenty (20) | |
days, before the date of the class meeting. | |
If the number of shares carrying voting | (Deleted the second paragraph of the |
rights at the meeting represented by the | original text) |
shareholders who intend to attend the | |
class meeting reaches more than one | |
half of all the shares carrying the right to | |
vote at the class meeting, the Company | |
may hold the class meeting, if not, the | |
Company shall within five (5) days notify | |
the shareholders by public notice of | |
the matters to be transacted at, the date | |
and the place for the class meeting. The | |
Company may then hold the class meeting | |
after such publication of notice. | |
Article 133. Directors shall be elected | A r t i c l e 1 3 3 . D i r e c t o r s s h a l l b e |
at the shareholders' general meeting. The | elected or changedat the shareholders' |
term of office of the directors is three (3) | general meeting. The term of office |
years. At the end of a director's term, the | of the directors is three (3) years. The |
term is renewable upon re-election. The | shareholders' general meeting is entitled |
term of office for independent Directors | to remove a Director before the expiration |
is renewable with a cap limit of six (6) | of his/her term of office.At the end of |
years. | a director's term, the term is renewable |
upon re-election. The term of office for | |
independent Directors is renewable with a | |
cap limit of six (6) years. | |
⋯⋯ | ⋯⋯ |
- 13 -
Before Amendments | After Amendments |
Article 134. | Article 134. |
⋯⋯ | ⋯⋯ |
Other than the circumstances referred to in | Other than the circumstances referred to in |
the preceding paragraph, the resignation | the preceding paragraph, the resignation |
of a Director becomes effective upon | of a Director becomes effective upon |
submission of his/her resignation report | submission of his/her resignation report |
to the Board of Directors. | to the Board of Directors, which is not |
subject to the consideration and approval | |
by the shareholders' general meeting. | |
Under such circumstances, the number | |
of Directors of the Company can be less | |
than 12, but not less than the quorum. | |
Article 136. The Board of Directors is | Article 136. The Board of Directors is |
responsible to the shareholders' general | responsible to the shareholders' general |
meeting and exercises the following | meeting and exercises the following |
powers: | powers: |
⋯⋯ | ⋯⋯ |
(12) to draw up plans for material acquisition | (12) to draw up plans for material acquisition |
or disposal of the Company; | or disposal of the Company, plans |
for repurchase of shares of the | |
Company; | |
⋯⋯ | ⋯⋯ |
Article 142. Meetings of the Board of | Article 142. Meetings of the Board of |
Directors shall be held at least twice every | Directors shall be held at least fourtimes |
year and convened by the Chairman of the | every year and convened by the Chairman |
board of directors. Notice of the meeting | of the board of directors. Notice of the |
shall be served on all of the Directors and | meeting shall be served on all of the |
Supervisors ten (10) days before the date | Directors and Supervisors ten (10) days |
of the meeting. | before the date of the meeting. |
⋯⋯ | ⋯⋯ |
- 14 -
Before Amendments | After Amendments |
Article 143. Meetings of the Board of | Article 143. Meetings of the Board of |
directors shall be notified in the following | directors shall be notified in the following |
manner: | manner: |
⋯⋯ | ⋯⋯ |
(2) Notice of the time and place of a | (2) Notice of the time and place of a |
meeting of the Board of Directors for | meeting of the Board of Directors |
which the time and place have not | for which the time and place have |
otherwise been set in advance by the | not otherwise been set in advance |
Board of Directors shall be sent by | by the Board of Directors shall be |
the Chairman to each of the directors | sent by the Chairman to each of |
by telex, telegram, facsimile, express | the directors by facsimile, express |
delivery, registered mail or delivery | delivery, registered mail, delivery in |
not less than ten (10) days and not | person or other waysnot less than |
more than thirty (30) days before | ten (10) days and not more than |
such meeting. | thirty (30) days before such meeting. |
⋯⋯ | ⋯⋯ |
Article 171. Persons assuming offices | Article 171. Persons assuming offices |
other than director in the controlling | other than director and supervisorin |
s h a r e h o l d e r ( s ) a n d i n t h e d e f a c t o | the controlling shareholder(s)shall not |
controller(s) shall not assume the offices | assume the offices of senior management |
of senior management of the Company. | of the Company. |
Article 208. | Article 208. |
⋯⋯ | ⋯⋯ |
(2) an offer made by any person with | (2) an offer made by any person with |
a view to the offeror becoming a | a view to the offeror becoming a |
"controlling shareholder" within the | "controlling shareholder" within the |
meaning of Article 62. | meaning of Article 63. |
⋯⋯ | ⋯⋯ |
- 15 -
Before Amendments | After Amendments |
Article 218. The Company's financial | Article 218. The Company's financial |
reports shall be made available at the | reports shall be made available at the |
Company for shareholders' inspection | Company for shareholders' inspection |
twenty (20) days before the date of every | twenty (20) days before the date of every |
shareholders' annual general meeting. | shareholders' annual general meeting. |
Each shareholder shall be entitled to | Each shareholder shall be entitled to |
obtain a copy of the financial reports | obtain a copy of the financial reports |
referred to in this Chapter. | referred to in this Chapter. |
The Company shall at least deliver or send | For holders of H Shares,The Company |
to each shareholder of overseas-listed | shall at least deliver or send to each |
foreign-invested shares by prepaid mail | shareholder of overseas-listed foreign- |
at the address registered in the register of | invested shares by prepaid mail at the |
shareholders the abovementioned reports | address registered in the register of |
not later than twenty-one (21) days before | shareholders the abovementioned reports |
the date of every annual general meeting | not later than twenty-one (21) days before |
of shareholders. | the date of every annual general meeting |
of shareholders. | |
The financial reports of the Company | |
can be delivered or provided in other | |
means stated in Article 270 of the | |
Articles of Association, subject to the | |
laws and regulations and listing rules of | |
the jurisdiction where the shares of the | |
Company are listed. | |
- 16 -
Before Amendments | After Amendments | |||
Article 266. Unless otherwise provided | Article 266. Notices issued by the | |||
in these Articles of Association, notices, | Company to shareholders include notices | |||
information or written statement issued | of meetings, corporate communications or | |||
by the Company to holders of overseas- | other written materials. | |||
listed foreign-invested shares shall be | ||||
personally delivered to the registered | Corporate Communications means any | |||
address of each of such shareholders, or | document issued or intended to be issued | |||
sent by mail to each of such shareholders. | by the Company for reference or action | |||
Notices to be given to the H shareholders | by the holders of any securities of the | |||
shall be posted in Hong Kong, whenever | Company, including but not limited to: | |||
possible. | ||||
(1) | Annual reports, including the reports of | |||
the Board of Directors, the Company's | ||||
annual accounts together with the | ||||
auditor's reports and, where applicable, | ||||
the financial summary reports; | ||||
(2) | Interim reports and, where applicable, | |||
interim summary reports; | ||||
(3) | Notices of the meetings; | |||
(4) | Listing documents; | |||
(5) | Circulars; | |||
(6) | Proxy forms; | |||
(7) | Receipt and other document data; | |||
and | ||||
(8) | Other documents as required by the | |||
laws, regulations and listing rules | ||||
of the place where the Company's | ||||
shares are listed. | ||||
- 17 -
Before Amendments | After Amendments |
Holders of overseas-listedforeign-invested | |
shares may by notice in writing choose | |
to receive corporate communications that | |
shall be dispatched by the Company to | |
shareholders by electronic means or by | |
mail and shall also specify whether they | |
wish to receive the English version or | |
the Chinese version, or both. Holders of | |
overseas-listedforeign-invested shares | |
may by reasonable notice in writing | |
served on the Company to change their | |
choice as to the manner of receiving and | |
the language version of the aforesaid | |
corporate communications. | |
Although the Company is required to | |
provide written corporate communications | |
to shareholders according to the preceding | |
paragraph, if the Company obtained the | |
shareholders' prior written consent or | |
implied consent according to relevant | |
laws and regulations and the Hong Kong | |
Listing Rules amended from time to time, | |
it may send corporate communications to | |
shareholders by e-mail or via publication | |
on the website of the Company. | |
Notices to be issued to holders of domestic- | Notices to be issued to holders of domestic- |
invested shares shall have to be released | invested shares shall have to be released |
in any one or more newspapers appointed | in any one or more newspapers appointed |
by the securities administration unit of | by the securities administration unit of |
the PRC; all holders of domestic-invested | the PRC; all holders of domestic-invested |
shares shall be deemed to have received | shares shall be deemed to have received |
such notices once they are published. | such notices once they are published. |
- 18 -
Before Amendments | After Amendments |
(6) By other ways as agreed in advance | |
b e t w e e n t h e C o m p a n y a n d t h e | |
addressee or as accepted by the | |
a d d r e s s e e a f t e r t h e n o t i c e i s | |
received; and | |
(7) | By any other means as accepted |
by securities regulatory authorities | |
of the place where the Company' | |
shares are listed or as prescribed in | |
this Articles of Association. |
Even if this Articles of Association s p e c i f y t h e f o r m o f n o t i f i c a t i o n , communication or any other written materials, the Company may choose to publish the corporate communications in the form stipulated in item (5) of the first paragraph of this Article, and send or provide the corporate communications to the shareholders of the Company's overseas-listed foreign shares instead of being sent by personal delivery or by postage-paid mail, if it is in compliance with the Hong Kong Listing Rules and under the premise of compliance with the laws and listing rules of the place where the Company's shares are listed, regarding providing and/or distributing corporate communications.
Article 271. Notice convening the board Article 271. Notice convening the board
meeting shall be sent by fax.meeting shall be sent by fax, express delivery, registered mail, delivery in person or other ways. Provided that the relevant laws and regulations and rules where the Company has its shares listed have any special provisions, such provisions shall prevail.- 20 -
Before Amendments | After Amendments |
A r t i c l e 272 . N o t i c e c o n v e n i n g t h e | A r t i c l e 272 . N o t i c e c o n v e n i n g t h e |
meeting of the Supervisory Committee | meeting of the Supervisory Committee |
shall be sent by fax. | shall be sent by fax, express delivery, |
registered mail, delivery in person or | |
other ways. Provided that the relevant | |
laws and regulations or rules where the | |
Company has its shares listed have any | |
special provisions, such provisions shall | |
prevail. | |
Article 276. The Articles of Association | Article 276. Any matters unspecified |
has Chinese and English version. Should | in the Articles of Association shall be |
there be any discrepancy between the | implemented in accordance with the |
two versions, the latest Chinese version | relevant national laws, regulations of the |
registered with the Administration Bureau | state, the listing rules of the Shanghai |
of Industry and Commerce of Sichuan | Stock Exchange and The Stock Exchange |
Province shall prevail. | o f H o n g K o n g L i m i t e d , a n d o t h e r |
applicable administrative regulations. | |
For the avoidance of doubt, provided | |
that more stringent provisions for the | |
content of the Articles of Association are | |
stipulated in the relevant national laws, | |
regulations of the state, the listing rules | |
of the Shanghai Stock Exchange and The | |
Stock Exchange of Hong Kong Limited, | |
and other applicable administrative | |
regulations, such provisions shall prevail; | |
provided that the Articles of Association | |
is inconsistent with the laws, regulations, | |
the listing rules of the Shanghai Stock | |
Exchange and The Stock Exchange of | |
Hong Kong Limited, and other applicable | |
administrative regulations promulgated | |
by the state in the future, the newly | |
promulgated provisions shall prevail. | |
The Articles of Association has Chinese | |
and English versions. Should there be any | |
discrepancy between the two versions, the | |
latest Chinese version registered with the | |
corporate registration authority prescribed | |
by the stateshall prevail. | |
- 21 -
After the proposed amendments aforesaid, the existing articles of the Articles of Association are to be renumbered accordingly. The English version of the proposed amendments to the Articles of Association is an unofficial translation of its Chinese version. In case of any discrepancy between the two versions, the Chinese version shall prevail.
The Board believes that the proposed amendments to the Articles of Associations are in the interests of the Company and its shareholders (the "Shareholders").
Proposed Amendments to the Rules of Procedure of General Meetings
The details of the proposed amendments to the Rules of Procedure of General Meetings are as follows:
AMENDMENTS TO THE RULES OF PROCEDURE OF GENERAL MEETINGS
Before Amendment | After Amendment |
Article 5. General meetings shall be | Article 5. General meetings shall be |
classified as annual general meetings | classified as annual general meetings |
and extraordinary general meetings. | and extraordinary general meetings. |
The annual general meetings shall be | The annual general meetings shall be |
convened once a year and shall be held | convened once a year and shall be held |
within six months after the end of the | within six months after the end of the |
preceding accounting year. Extraordinary | preceding accounting year. Extraordinary |
general meetings which are convened | general meetings which are convened |
irregularly shall be convened within 2 | irregularly shall be convened within 2 |
months from the date upon the occurrence | months from the date upon the occurrence |
of the circumstance specified in Article | of the circumstance specified in Article |
101 of the Company Law. | 100of the Company Law. |
⋯⋯ | ⋯⋯ |
Article 16. If the Company convenes a | Article 16. If the Company convenes an |
general meeting, a notice shall be served | annualgeneral meeting, a written notice |
to shareholders whose names appear in | shall be issued twenty (20) business |
the register of members of the matters | daysbefore the meeting is held; if the |
proposed to be considered and the date | Company convenes an extraordinary |
and place of the meeting 45 days before | general meeting, a written notice shall |
the meeting is held. The period of the issue | be servedto shareholders whose names |
of the notice shall exclude the date of the | appear in the register of members of the |
meeting. | matters proposed to be considered and |
the date and place of the meeting ten | |
(10) business days or fifteen (15) days | |
(whichever is longer) before the meeting | |
is held. | |
- 22 -
Before Amendment | After Amendment | ||
Article 18. Shareholders who intend to | Article 18. The period of the issue of | ||
attend the meeting shall serve the written | the notice shall exclude the date of the | ||
reply slip to the Company twenty (20) | meeting. | ||
days prior to the date of the meeting. | |||
The Company shall, based on the written | |||
replies received twenty (20) days before | |||
the date of the shareholders'general | |||
meeting from the shareholders, calculate | |||
the number of voting shares represented | |||
by the shareholders intend to attend | |||
the meeting. If the number of shares | |||
carrying voting rights represented by | |||
the shareholders who intend to attend | |||
the meeting reaches one half or more | |||
of the Company's total shares carrying | |||
voting rights, the Company may hold | |||
the meeting; otherwise, the Company | |||
shall within five (5) days notify the | |||
shareholders, again by way of a public | |||
announcement, of the matters to be | |||
considered at, and the place and date for, | |||
the meeting. The Company may then | |||
proceed to hold the meeting. | |||
Article 21. Notice of a general meeting | Article 21. Notice of a general meeting | ||
shall be served on the shareholders | shall be served on the shareholders | ||
(whether or not entitled to vote at | (whether or not entitled to vote at | ||
the meeting), by delivery or prepaid | the meeting), by delivery or prepaid | ||
mail to the registered address of such | mail to the registered address of such | ||
shareholders. | shareholders. | ||
N o t i c e o f g e n e r a l m e e t i n g c a n b e | |||
delivered or provided in other means | |||
stated in Article 270 of the Articles of | |||
Association, subject to the laws and | |||
regulations and listing rules of the | |||
jurisdiction where the shares of the | |||
Company are listed. | |||
- 23 -
Before Amendment | After Amendment |
Article 22. For the holders of domestic Article 22. For the holders of domestic shares, notice of the meetings may be shares, notice of the meetings may be issued by way of public notice published issued by way of public notice. The on the newspaper. The public notice shall public notice shall be published in one be published in one or more newspapers or more newspapers designated by the designated by the securities authority CSRC beforethe date of the meeting; of the State Council within the interval after the publication of notice, the holders between forty-five (45) days and fifty of domestic shares shall be deemed to
-
days before the date of the meeting; have received notice of the relevant after the publication of notice, the holders shareholders' general meeting.
of domestic shares shall be deemed to have received notice of the relevant shareholders'general meeting.
For the holders of foreign shares, the | For the holders of foreign shares, the |
notice of general meeting shall be carried | notice of general meeting shall be carried |
out in accordance with the Hong Kong | out in accordance with the Articles of |
Stock Exchange. | Association. |
Where the laws and regulations and rules | |
of the jurisdiction where the shares are | |
listed have other provisions on the notice | |
of general meeting, such provisions shall | |
prevail. | |
Article 65. The following matters shall | Article 65. The following matters shall |
be resolved by an ordinary resolution at a | be resolved by a special resolution at the |
general meeting: | general meeting: |
(1) increase or reduction of the share | (1) increase or reduction of the share |
capital and issue of shares of any | capital and issue of shares of any |
class, options or other similar | class, options or other similar |
securities; | securities; repurchase of shares of |
the Company due to the reduction of | |
its registered capital; | |
⋯⋯ | ⋯⋯ |
- 24 -
Before Amendment | After Amendment |
Article 78. | Article 78. |
⋯⋯ | ⋯⋯ |
The meaning of "interested shareholder(s)" | The meaning of "interested shareholder(s)" |
as mentioned in the preceding paragraph is: | as mentioned in the preceding paragraph is: |
(1) in the case of repurchase of shares by | (1) in the case of repurchase of shares by |
pro rata offers to all shareholders or | pro rata offers to all shareholders or |
public dealing on a stock exchange | public dealing on a stock exchange |
under Article 38 of the Articles of | under Article 39of the Articles of |
Association of the Company, an | Association of the Company, an |
"interested shareholder" refers to a | "interested shareholder" refers to a |
controlling shareholder within the | controlling shareholder within the |
meaning of Article 62 in the Articles | meaning of Article 63 in the Articles |
of Association of the Company; | of Association of the Company; |
(2) in the case of repurchase of the | (2) in the case of repurchase of the |
company's own share by an off- | company's own share by an off- |
market agreement under Article | market agreement under Article |
38 of the Articles of Association | 39of the Articles of Association |
of the Company, "an interested | of the Company, "an interested |
s h a r e h o l d e r " r e f e r s t o t h e | s h a r e h o l d e r " r e f e r s t o t h e |
shareholder related to the agreement; | shareholder related to the agreement; |
⋯⋯ | ⋯⋯ |
- 25 -
Before Amendment | After Amendment |
Article 79. A written notice convening | Article 79. A written notice convening |
a class meeting shall be given 45 days | a class meeting shall refer to Article 16 |
before the meeting,to notify shareholders | herein regarding the time limit of the |
whose names appear in the register of | notice for convening the general meeting, |
shareholders of such class shares of the | to notify shareholders whose names |
matters proposed to be considered and | appear in the register of shareholders of |
the date and place of the meeting.The | such class shares of the matters proposed |
shareholders who intend to attend the | to be considered and the date and place of |
meeting shall serve the written reply to | the meeting. |
the Company twenty (20) days prior to | |
the date of the meeting. | |
If the number of shares carrying voting | (Delete the second paragraph of the |
rights at the meeting represented by the | original text) |
shareholders who intend to attend the | |
class meeting reaches one half or more | |
of all the shares carrying the rights to | |
vote at the class meeting, the Company | |
may hold the class meeting, if not, the | |
company shall within five (5) days notify | |
the shareholders by public notice of | |
the matters to be transacted at, the date | |
and the place for the class meeting. The | |
Company may then hold the class meeting | |
after such publication of notice. | |
A r t i c l e 8 6 . T h e s e r u l e s s h a l l b e | A r t i c l e 8 6 . T h e s e r u l e s s h a l l b e |
implemented upon the approval of the | implemented upon the approval of the |
general meeting, commencing from the | general meeting, commencing from |
issue and listings of A shares of the | the issue and listings of A shares of |
Company. These rules shall be interpreted | the Company, amendments shall be |
and amended by the board of directors of | considered and approved by the general |
the Company. | meeting of the Company.These rules |
shall be interpreted by the board of | |
directors of the Company. | |
After the proposed amendments aforesaid, the existing articles of the Rules of Procedure of General Meetings are to be renumbered accordingly. The English version of the proposed amendments to the Rules of Procedure of General Meetings is an unofficial translation of its Chinese version. In case of any discrepancy between the two versions, the Chinese version shall prevail.
- 26 -
The Board believes that the proposed amendments to the Rules of Procedure of General Meetings are in the interests of the Company and the Shareholders.
GENERAL
The Company will convene a general meeting for the purposes of, among other things, seeking the Shareholders' approval for the proposed amendments to the Articles of Association and the Rules of Procedure of General Meetings. The votes to be taken at the general meeting will be taken by poll. The above proposed amendments to the Articles of Association are subject to the approval by the Shareholders by way of passing a special resolution at the general meeting of the Company. The above proposed amendments to the Rules of Procedure of General Meetings are subject to the approval by the Shareholders by way of passing an ordinary resolution at the general meeting of the Company.
A circular containing, among other things, details of the proposed amendments to the Articles of Association and the Rules of Procedure of General Meetings will be dispatched to the Shareholders as soon as practicable.
By order of the Board
Sichuan Expressway Company Limited*
Zhang Yongnian
Company Secretary
Chengdu, Sichuan, the PRC
27 August 2020
As at the date of this announcement, the Board comprises Mr. Gan Yongyi (Chairman), Mr. Li Wenhu (Vice Chairman), Madam Ma Yonghan, Mr. You Zhiming and Mr. He Zhuqing as executive Directors, Mr. Yang Guofeng (Vice Chairman) and Mr. Li Chengyong as non-executive Directors, Madam Liu Lina, Mr. Gao Jinkang, Mr. Yan Qixiang and Madam Bu Danlu as independent non-executive Directors.
- For identification purposes only
- 27 -
Attachments
- Original document
- Permalink
Disclaimer
Sichuan Expressway Company Limited published this content on 27 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 August 2020 12:27:02 UTC