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Articles of Association of Guangzhou Rural Commercial Bank Co., Ltd.
Article 1 The Articles of Association is hereby formulated with a view to maintaining the lawful rights and interests of Guangzhou Rural Commercial Bank Co., Ltd. (“GRCB” hereinafter), shareholders and creditors and standardizing the organization and behavior of the GRCB in accordance with the Company Law of the People’s Republic of China (Company Law hereinafter), Law of the People’s Republic of China on Commercial Banks (Commercial Bank Law hereinafter), Interim Provisions on the Management of Rural Commercial Banks and other relevant laws and regulations.
Article 2 GRCB is a joint stock limited company incorporated in accordance with the Company Law, Commercial Bank Law and other relevant laws and regulations.
With approval from China Banking Regulatory Commission, GRCB was established by means of promotion. It was registered in the Administration of Industry and Commerce of Guangzhou Municipality, and obtained business license.
Article 3 Full name of GRCB in Chinese: 广州农村商业银行股份有限公司
Chinese name of GRCB in short: 广州农村商业银行
Full name of GRCB in English: Guangzhou Rural Commercial Bank Co., Ltd.
English name of GRCB in short: GRCB
Article 4 Abode of GRCB: No. 1, Huaxia Rd., Zhujiang Xincheng (Zhujiang New City), Tianhe District, Guangzhou, Post Code: 510623
Article 5 GRCB is a joint stock limited company of permanent existence.
Article 6 Chairman of the Board of Directors is the legal representative of GRCB.
Article 7 As an independent legal person, GRCB shall be entitled to the entire property right of the artificial person formed through investment as shares by shareholders and civil rights in accordance with law, and assume independently civil liabilities with its full corporate property. GRCB’s property, lawful rights and interests and business operation pursuant to law shall be protected by relevant state laws and regulations, and no work unit and individual shall infringe and unlawfully interfere.
Shareholders of GRCB shall be entitled to the rights of assets income, and participation in key decision-makings and selection of managerial personnel etc., and shall assume responsibilities to GRCB within the limit of subscribed shares.
Article 8 Branch units set up by GRCB do not have the corporate capacity, they shall carry on business within the scope of authorization of GRCB, and their civil liabilities shall be assumed by GRCB.
Article 9 The Articles of Association of GRCB shall, commencing with its effective date, become a document with legal binding force, standardizing the organization and behavior of GRCB, and the relationship of rights and obligations between GRCB and its shareholders, and between shareholders.
Article 10 GRCB shall execute relevant state laws and regulations, execute state financial guidelines and policies, and accept supervision management of banking regulatory authorities in accordance with laws.
Article 11 The business purposes of GRCB is to provide qualified financial services for a wide range of urban and rural residents and economic development, and actively support “agriculture-countryside-farmer” economy and small and medium enterprises.
Article 12 GRCB shall take safety, fluidity and benefit as business principle, implement autonomous management, assume risks, take full responsibility for profits and losses, and exercise self-discipline.
Article 13 Business operation and management of GRCB shall conform to relevant laws and regulations, such as the Commercial Banking Law, and stipulations of relevant administrative rules and regulations issued by banking regulatory authorities.
Article 14 General Meeting of Shareholders shall, in accordance with economic development conditions of Guangzhou city, determine the proportion for release of agriculture-supporting loan in the newly increased loans of GRCB, and report to the provincial-level banking regulatory authorities for recording.
Article 15 With approval of China Banking Regulatory Commission and legal registration, business scope of GRCB shall be
(I) Absorb public local and foreign currency deposits;
(II) Provide short-term, mid-term and long-term local and foreign currency loans;
(III) Handle account settlement both at home and abroad;
(IV) Handle bill acceptance and discount;
(V) Issue financial bonds;
(VI) Act for issuing, cashing and underwriting government bond;
(VII) Buy and sell government bond and financial bond;
(VIII) Engage in local and foreign currency inter-bank lending;
(IX) Buy and sell, and act for buying and selling of foreign exchange;
(X) Foreign exchange remittance; foreign currency exchange; foreign currency credit investigation, inquiry and witness operations;
(XI) Engage in bank card business;
(XII) Provide service and guarantee of letter of credit;
(XIII) Handle receipts and payments and insurance business as agents;
(XIV) Provide safekeeping service;
(XV) Exchange settlement and sales operation;
(XVI) Other operations approved by China Banking Regulatory Commission and other relevant departments.
Section I Issuance of Shares
Article 16 Registered capital of GRCB is RMB6,873,418,539.
Article 17 All capital of GRCB shall be divided into shares of equal value, and the face value of each share shall be RMB1.
Article 18 Shares of GRCB shall take the form of share certificates, and share certificates issued by GRCB are vouchers certifying shares of GRCB held by shareholder.
Article 19 Issuance of shares of GRCB shall implement the principle of fairness and impartiality, and each share of the same kind shall be entitled to the same rights.
Same-type shares of the same issue shall be issued on the same conditions and at the same price; a unit or an individual subscribing to shares shall pay the same price for each share.
Article 20 The proportion of investment as shares by a single natural person of GRCB, the proportion of joint investment as shares by employee natural persons of GRCB, and the proportion of joint investment as shares by single domestic non-financial institution and its affiliated parties shall conform to laws and regulations and provisions of the banking regulatory authorities.
Article 21 The subscribed shares number and shareholding proportion of initiators of the first ten legal persons during GRCB incorporation are as follows:
Name
Number of Shares
Shareholding Proportion
Guangzhou International Holing Group Co., Ltd.
400,010,000
5.8226%
Guangzhou Pearl River Industrial Group Co., Ltd.
369,510,000
5.38%
Guangzhou Worldwide Enterprises Limited
349,510,000
5.0875%
Guangzhou Radio Group Co., Ltd.
339,510,000
4.9419%
Guangzhou Department Store Group Co., Ltd.
209,510,000
3.0496%
Guangdong New South Group Co., Ltd.
180,010,000
2.62%
Guangdong Pearl River Road and Bridge Investment Co., Ltd.
150,000,000
2.18%
Guangdong Yingxin Information Investment Co., Ltd.
100,000,000
1.46%
Guangzhou Pearl River Square Real Estate Development Co., Ltd.
100,000,000
1.46%
Jiangsu Huaxi Group Corporation
90,000,000
1.31%
The subscribed shares number and shareholding proportion of initiators of the first ten natural persons during GRCB incorporation are as follows:
Name
ID No.
Number of Shares
Shareholding Proportion
Feng Guisheng
440126750314091
3,048,000
0.0443%
Liu Jianying
432401711116006
3,008,000
0.0438%
Wang Bingxian
440126680125571
2,328,800
0.0339%
Zheng Minnv
440102610311562
2,157,000
0.0314%
Yang Bo
420106670423086
2,108,000
0.0307%
Xian Lifen
440106751127032
2,078,000
0.0302%
Cao Guangxiang
440106630618035
1,955,000
0.0284%
Zeng Xingping
440126710419422
1,920,200
0.0279%
Gu Yanhong
440126700328004
1,913,600
0.0278%
Zou Kaitan
441823740412702
1,906,400
0.0277%
Article 22 GRCB has a total of 6,873,418,539 shares, all of which are ordinary shares, of which, 4,023,418,539 shares were subscribed by members of Guangzhou Rural Credit Cooperatives Union upon conversion of their share capital, and the remaining 2,850,000,000 shares were subscribed by the initiators with monetary capital.
Article 23 GRCB (including branch units) or its subsidiaries shall not provide any support in the form of donation, advance payment, guarantee, compensation or loan etc. to those who purchase or plan to purchase shares of GRCB.
Section II Increase and Reduction of Shares and Buyback
Article 24 Based on requirements for operation and development and in accordance with laws and regulations, upon resolutions of the General Meeting of Shareholders and approval of the banking regulatory authorities, GRCB shall adopt the following means to increase its registered capital:
(I) Raise new shares;
(II) Issue bonus stock to existing shareholders;
(III) Converting captial reserve to bonus shares;
(IV) Other means stipulated by laws and regulations.
Article 25 GRCB may reduce registered capital. Reduction of registered capital shall be approved by banking regulatory authorities and conducted in accordance with the Company Law, Commercial Banking Law, other relevant laws and regulations, and procedures stipulated in the Articles of Association.
Article 26 Under the following circumstance, GRCB shall purchase own shares in accordance with laws and regulations and the Articles of Association:
(I) Reduce its registered capital;
(II) Merge with other companies that hold shares of GRCB;
(III) Award shares to employees of GRCB;
(IV) Where shareholders request GRCB to purchase their shares because of disagreements with resolutions related to merger and division of GRCB made by the General Meeting of Shareholders.
Except the abovementioned circumstance, GRCB shall not purchase and sell own shares.
Article 27 GRCB purchasing shares from its own because of reasons listed in Clause I to Clause III of Article 26 of the Articles of Association shall be examined in General Meeting of Shareholders. Where purchasing of shares by GRCB from its own in accordance with stipulations of Article 26 pertains to the circumstance of Clause (I), such act of purchasing should be cancelled within ten (10) days commencing with purchase day; where it pertains to the circumstances of Clause (II) and Clause (IV), such shares purchased should be transferred or cancelled within six (6) months.
Shares of GRCB purchased by GRCB in accordance with stipulations of Clause (III) of Article 26 of GRCB shall not exceed 5% of the total issued shares; funds used for the purchasing shall be from after-tax profits of GRCB; and shares purchased shall be transferred to employees within one (1) year.
Section III Transfer of Shares and Pledge
Article 28 Shares of GRCB shall be transferred in accordance with law.
Article 29 GRCB shall not accept shares of GRCB as object of right of pledge.
Article 30 Shares of GRCB held by initiators shall not be transferred within one (1) year commencing with the GRCB-establishment day.
Directors, supervisors and senior management personnel of GRCB shall declare to GRCB the number of their shares and circumstances of variation; the abovementioned personnel shall not transfer their shares of GRCB during term of office and within half year after dimission; and they shall not, during term of office, pledge their shares of GRCB.
Chapter IV Shareholder and General Meeting of Shareholders
Section I Shareholder
Article 31 Shareholders of GRCB are natural persons, legal persons and other economic organizations which hold shares of GRCB in accordance with law. Shareholders enjoy rights and bear obligations in accordance with the number of their shares.
Article 32 GRCB shall develop shareholders’ register to list the following items:
(I) Name or appellation and abode of shareholders:
(II) Number of shares held by shareholders;
(III) Serial number of shares held by shareholders;
(IV) Date on which shares are obtained by shareholders;
(V) Circumstance of stock right pledge;
(VI) Other necessary information of shareholders.
Article 33 Shareholders of GRCB shall be entitled to the following rights:
(I) Obtain dividend and other forms of benefit distribution in accordance with the number of shares they hold;
(II) Request in accordance with law to convoke, convene, preside over, participate, or designate agent shareholder to participate in General Meeting of Shareholders, and exercise corresponding voting power;
(III) Supervise operation of GRCB, and put forward suggestions or inquiry;
(IV) Transfer, donate or pledge shares they hold in accordance with laws and regulations and stipulations of the Articles of Association;
(V) Consult the Articles of Association, register of shareholders, stub of corporate bonds of GRCB, minutes of General Meeting of Shareholders, resolutions of the meeting of the Board of Directors, resolutions of the meeting of the Board of Supervisors, and financial accounting reports;
(VI) Participate in distribution of residual assets of GRCB in accordance with the number of shares they hold during termination or liquidation of GRCB;
(VII) Shareholders who disagree with the resolution of merger or division of GRCB made by the General Meeting of Shareholders request GRCB to purchase their shares;
(VIII) Other rights stipulated by laws and regulations and the Articles of Association.
Article 34 Shareholder who puts forward to consult the relevant information stated in Article 33 should provide GRCB with written documents certifying that it holds shares of the GRCB and the number of the shares it hold, and GRCB shall provide in accordance with requirements of the shareholder after verification of its status.
Article 35 Where content of resolution of the General Meeting of Shareholders and of the Board of Directors breaches laws and administrative regulations, shareholders shall be entitled to request the people’s court to determine their nullification.
Where the procedure for convening of General Meeting of Shareholders and of meeting of the Board of Directors, and the voting formula breach laws and administrative regulations or Articles of Association, or content of the resolution breaches the Articles of Association, shareholders shall be entitled to request the people’s court to cancel within sixty (60) days starting the day upon adoption of the resolution.
Article 36 Where directors, senior management personnel breach laws, administrative regulations or stipulations of the Articles of Association when executing duties of GRCB, causing loss to GRCB, shareholders holding more than 1% of shares of GRCB for a consecutive of more than 180 days, either separately or jointly, shall be entitled to request the Board of Supervisors in writing to file a compliant to the people’s court; where supervisors breach laws, administrative regulations or stipulations of the Articles of Association when executing duties of GRCB, causing loss to GRCB, the foregoing shareholders may request the Board of Supervisors in writing to file a complaint to the people’s court.
Where the Board of Supervisors, the Board of Directors refuse to file a lawsuit, or fail to file a lawsuit within thirty (30) days starting the day upon receipt of request, or failure of filing a lawsuit under emergency conditions after receipt of written request from shareholders as stipulated above shall be irreparable damage of interests of GRCB, shareholders stipulated in the above clause shall be entitled to file a lawsuit directly to the people’s court in their own name for the benefits of GRCB.
Where others infringe the lawful rights and interests of GRCB, causing loss to GRCB, shareholders stipulated in Clause I of this Article may file a compliant to the people’s court in accordance with stipulations of the previous two clauses.
Article 37 Where directors, senior management personnel breach laws, administrative regulations or stipulations of the Articles of Association, damaging interests of shareholders, shareholders may lodge a complaint to the people’s court.
Article 38 Shareholders of GRCB shall assume the following obligations:
(I) Abide by laws and regulations and the Articles of Association;
(II) Pay share amount in accordance with the number of shares and mode of share investment;
(III) Shares shall not be returned except under circumstances stipulated in laws and regulations;
(IV) Maintain interests and reputation of GRCB, and support GRCB to carry on lawfully various kinds of operations;
(V) Shall not abuse rights of shareholders to impair the interests of GRCB or of other shareholders; shall not abuse the independent corporate status of GRCB and limited liabilities of shareholders to impair the interests of creditors of GRCB;
(VI) GRCB, when its capital adequacy ratio (CAR) is lower than statutory standard or minimum CAR standard required by the banking regulatory authorities, shall support measures advanced by the Board of Directors to improve its CAR;
(VII) Where GRCB may have liquidity difficulties, shareholders with loans from GRCB should return immediately loans on maturity, and undue loans should be redeemed in advance;
(VIII) Other obligations that should be assumed as stipulated by laws and regulations and the Articles of Association;
Liquidity difficulty mentioned in Clause (VII) of this Article shall be determined in accordance with laws and regulations, and where there are no stipulations in laws and regulations, shall be determined by resolution of the Board of Directors.
Article 39 Shareholder of GRCB, who guarantees for itself or others with the numbers of shares it held of GRCB, should inform in advance and obtain consent from the Board of Directors.
Article 40 Controlling shareholder and actual controller of GRCB shall not impair the interests of GRCB by making use of its affiliated relations. Those in breach of regulations resulting in loss to GRCB shall assume liabilities for compensation.
Section II General Stipulations of General Meeting of Shareholders
Article 41 General Meeting of Shareholders is the power authority of GRCB, and shall exercise the following functions and powers in accordance with law:
(I) Decide upon policies on business operation and investment plans of GRCB;
(II) Elect and replace members of the Board of Directors, and supervisors acted by non-employee representatives, and decide upon matters concerning remuneration of the directors and supervisors;
(III) Examine and approve reports of the Board of Directors;
(IV) Examine and approve reports of the Board of Supervisors;
(V) Examine and approve plans for fiscal financial budget and final accounts of GRCB;
(V) Examine and approve plans for profit distribution and making up losses of GRCB;
(VII) Make resolutions on the increase or reduction of the registered capital of GRCB;
(VIII) Adopt resolutions on the issuance of bonds of GRCB;
(IX) Adopt resolution on matters such as merger, division, dissolution and liquidation, or alteration of form of GRCB;
(X) Amend the Articles of Association of GRCB;
(XI) Examine and approve matters of GRCB, such as major external investment, assets acquisition or disposal, assets mortgage, external guarantee, entrusted management of funds of GRCB, or other assets etc., other than routine operations;
(XII) Deliberate other matters that should be decided upon by General Meeting of Shareholders as stipulated by law and regulations or the Articles of Association.
Article 42 General Meeting of Shareholders is divided into Annual General Meeting (AGM) and Extraordinary General Meeting (GEM). The AGM shall be convened once a year, which shall be conducted within six (6) months after end of the previous fiscal year.
Article 43 An EGM shall be convened within two (2) months starting the day upon occurrence of facts in any of the following cases:
(I) If the number of directors is less than two thirds (2/3) of the number required by the Articles of Association of GRCB;
(II) If the amount of losses of GRCB that have not been made up reaches one-third (1/3) of its total paid up capital;
(III) If shareholders holding 10% or more of shares of GRCB, either separately or jointly, request to convene a General Meeting of Shareholders;
(IV) If the Board of Directors deems it necessary;
(V) If the Board of Supervisors proposes that such a meeting should be convened;
(VI) Other circumstance stipulated by laws and regulations and the Articles of Association.
Article 44 General Meeting of Shareholders of GRCB shall set up the hall for meeting, venue for convocation of General Meeting of Shareholders shall be the abode of GRCB or other place indicated in the notice of the General Meeting of Shareholders.
Article 45 For convocation of General Meeting of Shareholders, GRCB shall engage lawyers to express opinions concerning legal validity of matters, such as procedure of convocation of General Meeting of Shareholders, qualifications of shareholders present in the General Meeting of Shareholders, and content of resolution of Shareholder Meeting etc.
Section III Convening of General Meeting of Shareholders
Article 46 The Board of Directors shall convene General Meeting of Shareholders in accordance with laws and regulations and stipulations of the Articles of Association.
Article 47 More than 1/2 independent shareholders shall be entitled to propose to the Board of Supervisors to convoke an EGM; however, when there are only 2 independent directors in GRCB, proposal for convocation of an EGM shall be unanimously agreed by the 2 independent directors. For proposal by the aforementioned independent directors to convoke an EGM, the Board of Directors shall, in accordance with laws, administrative regulations and stipulations of the Articles of Association, put forward its opinion of written feedback as to whether or not it agrees to convocation of the EGM within 10 days after receipt of the proposal.
The Board of Directors that agrees to convocation of the EGM should issue a notice for convocation of the EGM within 5 days after resolution of the Board of Directors; the Board of directors that does not agree to convoke the EGM shall explain its reason.
Article 48 The Board of Supervisors shall be entitled to propose to the Board of Directors to convoke an EGM, and it should be put forward to the Board of Directors in the form of writing. The Board of Directors should, based on laws, administrative regulations and stipulations of the Articles of Association, put forward its opinion of written feedback as to whether or not it agrees to convocation of the EGM within 10 days after receipt of the proposal.
The Board of Directors that agrees to convoke the EGM should issue a notice for convocation of the General Meeting of Shareholders within 5 days after resolution of the Board of Directors, and alteration to the original proposal in the notice should obtain consent from the Board of Supervisors.
Where the Board of Directors does not agree to convocation of the EGM or fails to make a feedback within 10 days after receipt of the proposal, it shall be deemed that the Board of Directors cannot or does not fulfill its duties to convene the General Meeting of Shareholders, as such, the Board of Supervisor may convene and preside over the meeting on its own.
Article 49 Shareholders holding more than 10% shares of GRCB separately or jointly, shall be entitled to request the Board of Directors to convoke an EGM, and such a request shall be raised to the Board of Directors in the written form. The Board of Directors shall, in accordance with laws, administrative regulations and stipulations of the Articles of Association, put forward its opinion of written feedback as to whether or not it agrees to convocation of the EGM within 10 days after receipt of such request..
The Board of Directors that agrees to convoke the EGM should issue a notice for convocation of the General Meeting of Shareholders within 5 days after resolution of the Board of Directors, and alteration to the original request in the notice should obtain consent from relevant shareholders.
Where the Board of Directors does not agree to convocation of the EGM or fails to make a feedback within 10 days after receipt of such request, shareholders holding more than 10% shares of GRCB separately or jointly, shall be entitled to propose to the Board of Supervisors to convoke the EGM, and such request shall be raised to the Board of Supervisors in the written form.
The Board of Supervisors that agrees to convocation of the EGM should issue a notice for convocation of the General Meeting of Shareholders within 5 days after receipt of such request, and alteration to the original proposal in the notice should obtain consent from relevant shareholders.
Where the Board of Supervisors fails to issue a notice for General Meeting of Shareholders within the stipulated period of time, it shall be deemed that the Board of Supervisors does not convene or preside over the General Meeting of Shareholders, as such, shareholders holding 10% and above shares of GRCB, either separately or jointly, for a consecutive of more than 90 days, may convene and preside over on its own.
Article 50 The Board of Supervisors or shareholders deciding to convene a General Meeting of Shareholders on its own must notify the Board of Directors in writing.
Article 51 For convening of General Meeting of Shareholders by the Board of Supervisors or shareholders on their own, the Board of Directors or secretary of the Board of Directors should cooperate. The Board of Directors should provide register of shareholders.
Article 52 For General Meeting of Shareholders convened by the Board of Supervisors or shareholders one their own, necessary expense of the meeting shall be borne by GRCB.
Section IV Proposal and Notice of General Meeting of Shareholders
Article 53 Content of the proposal shall pertain to scope of functions and powers of the General Meeting of Shareholders, have clear topics for discussion and specific items for resolution, and conform to laws and administrative regulations and relevant stipulations of the Articles of Association.
Article 54 For convocation of General Meeting of Shareholders, the Board of Directors, the Board of Supervisors and shareholders holding 3% and above shares of GRCB, either separately or jointly, shall be entitled to put forward a proposal to GRCB.
Shareholders holding 3% and above shares of GRCB, either separately or jointly, may put forward temporary proposal 10 days before convocation of the General Meeting of Shareholders and submit to the convener in writing. The convener shall issue a supplementary notice for General Meeting of Shareholders within 2 days after receipt of the proposal, and submit the said temporary proposal to the General Meeting of Shareholders for deliberation.
General Meeting of Shareholders shall not vote or make resolutions concerning items not listed in the notice of Shareholders Meting or proposal not conforming to stipulations of Articles 53 of the Articles of Association.
Article 55 Convener shall notify various shareholders 20 days before convocation of the AGM and 15 days before convocation of an EGM by way of announcement.
Article 56 Notice of General Meeting of Shareholders shall include the following contents:
(I) Time, venue and duration of the meeting;
(II) Items submitted to the meeting for deliberation;
(III) State in clear written characters: all shareholders are entitled to be present in the General Meeting of Shareholders, may authorize in writing agent shareholders to be present in the meeting and participate in voting, and it is not necessary that the said agent shareholder is an shareholder of GRCB;
(IV) Name and telephone of the contact person for meeting affairs.
Article 57 Where General Meeting of Shareholders plans to discuss matters of election of directors and supervisors, the convener shall disclose in appropriate means details of candidates for directors and supervisors, including the following contents:
(I) Personal information, such as education background, work experience, and part-time job etc.;
(II) Whether there is affiliated relation with GRCB or controlling shareholders and actual controller of GRCB;
(III) Disclose the number of shares held of GRCB;
(IV) Whether has been subject to punishment and disciplinary actions by relevant regulatory department.
Article 58 After issuance of notice for General Meeting of Shareholders, General Meeting of Shareholders shall not be delayed or cancelled without just cause, nor shall matters listed in the notice for General Meeting of Shareholders for deliberation be cancelled. Once delay or cancellation occurs, the convener shall notify the shareholders at least 2 working days before the original day for convocation, and explain the reason.
Section V Convocation of General Meeting of Shareholders
Article 59 The Board of Directors and other convener of GRCB shall adopt necessary measures to ensure normal order of the General Meeting of Shareholders. For acts interfering with General Meeting of Shareholders, picking quarrels and stirring up troubles, and infringing the lawful rights and interests of shareholders, measures shall be adopted to check and report relevant department in time for investigation and punishment.
Article 60 All shareholders recorded in the register of shareholders shall be entitled to be present in the General Meeting of Shareholders, and exercise voting power in accordance with laws and regulations and the Articles of Association.
Shareholders may be present personally in the General Meeting of Shareholders, and may also authorize agent shareholders to be present in the meeting and vote on their behalf.
Article 61 Shareholders present in the meeting personally shall present their own ID or other valid documents or certificates, share vouchers that can show forth their own identities; agent shareholders who are present in the meeting shall present their own valid identity documents, duplicate of shareholders’ ID, letter of authorization of shareholders, and share voucher.
Corporate shareholder shall have legal representative or agent authorized by the legal representative to be present in the meeting. Legal representative who is present in the meeting shall present own ID, valid certificates that can testify the legal representative qualifications, and share voucher; agent shareholder who is present in the meeting shall present own ID, letter of authorization issued by the legal representative of the corporate shareholders’ unit in accordance with law, and share voucher.
Article 62 The letter of authorization authorizing others to be present in the General Meeting of Shareholders issued by the shareholder shall indicate the following contents:
(I) Name of the agent;
(II) Scope of authorization;
(III) Date of signing and period of validity of the letter of authorization;
(IV) Signature (or seal) of the authorizer. Where the authorizer is a corporate shareholder, seal of the corporate unit shall be affixed therewith.
Article 63 During convocation of General Meeting of Shareholders, all directors, supervisors and the secretary of the Board of Directors shall be present in the meeting, president and other senior management personnel shall be present in the meeting as non-voting delegates.
Article 64 The General Meeting of Shareholders shall be presided over the Chairman of the Board of Directors. Where Chairman of the Board of Directors is unable to or does not perform its duties, the Vice-Chairman shall preside over; where the Vice-Chairman of the Board of Directors is unable to or does not perform its duties, a director commonly recommended by more than half of the directors shall preside over.
General Meeting of Shareholders convened by the Board of Supervisors on their own shall be presided over the Chairman of the Board of Supervisors. Where Chairman of the Board of Supervisors is unable to or does not perform its duties, the Vice-Chairman shall preside over; where there is no Vice-Chairman of the Board of Directors or Vice-Chairman is unable to or does not perform its duties, a supervisor commonly recommended by more than half of supervisors shall preside over the meeting.
General Meeting of Shareholders convened by shareholders on their own shall be presided over by a representative recommended by the convener.
Where, during convocation of General Meeting of Shareholders, presider of the meeting breaches the rules of procedure so much so that the General Meeting of Shareholders cannot continue to proceed, upon consent of shareholders with more than half of the voting rights who are present in the General Meeting of Shareholders, General Meeting of Shareholders may recommend one to act as presider to continue the meeting.
Article 65 GRCB shall formulate the rules of procedure of the General Meeting of Shareholders, make detailed stipulations on the convocation and voting procedure of the General Meeting of Shareholders and the principle of authorization by General Meeting of Shareholders to the Board of Directors.
Article 66 At the AGM, the Board of Directors and the Board of Supervisors shall make reports to the General Meeting of Shareholders concerning its work of the past year.
Article 67 Directors, supervisors and senior management personnel shall interpret and explain the inquiry and suggestions of the shareholders at the General Meeting of Shareholders.
Article 68 The presider of the meeting shall announce the number of shareholders and agents present in the meeting and the total number of shares held with voting rights before the voting, the number of shareholders and agents present in the meeting and the total number of shares held with voting rights shall be based on the register of the meeting.
Article 69 General Meeting of Shareholders shall have minutes of conference, which shall be under the responsibility of the Secretary or the Office of the Board of Directors. The minutes shall record the following contents:
(I) Time, venue, agenda, convener name or appellation of the meeting;
(II) Name of presider of the meeting, and of directors, supervisors, president, and other senior management personnel attending the meeting or present in the meeting as non-voting delegates;
(III) Number of shareholders and agent shareholders present in the meeting, the total number of shares held with voting rights and the proportion over the total number of shares of the GRCB;
(IV) The process of deliberation, gist of speech and result of voting towards each proposal;
(V) Opinions of inquiry or suggestions of shareholders and corresponding replies or explanations;
(VI) Name of the lawyer, ballot counter and supervisor;
(VII) Other contents that should be recorded in the minutes stipulated in the Articles of Association.
Article 70 The convener shall ensure authenticity, accuracy and integrity of contents of the minutes. Directors, supervisors, Secretary of the Board of Directors, convener or its representative, and presider who are present in meeting shall sign their signatures in the minutes. The minutes shall be kept together along with the register of shareholders present in the meeting and letters of authorization of agent shareholders present in the meeting, and the period for keeping shall be no less than ten (10) years.
Article 71 The convener shall ensure that the General Meeting of Shareholders is conducted continually until a final resolution is formed. Where the General Meeting of Shareholders is suspended or a resolution cannot be made because of special reasons such as force majeure etc., necessary measures should be adopted to restore convocation of the General Meeting of Shareholders as soon as possible or terminate the present Shareholders directly, and a notice be made in time.
Section VI Voting and Resolution of General Meeting of Shareholders
Article 72 Resolution of General Meeting of Shareholders is divided into ordinary resolution and special resolution.
Ordinary resolution made by General Meeting of Shareholders should be adopted by shareholders (including agent shareholders) present in the General Meeting of Shareholders with more than half of the voting rights.
Special resolution made by General Meeting of Shareholders should be adopted by shareholders (including agent shareholders) present in the General Meeting of Shareholders with more than 2/3 of the voting rights.
Article 73 The following items shall be adopted by General Meeting of Shareholders by ordinary resolution:
(I) Work report of the Board of Directors and of the Board of Supervisors;
(II) Profit distribution scheme and loss make-up scheme drawn up by the Board of Directors;
(III) Appointment and dismissal of members of the Board of Directors and of the Board of Supervisors, their remuneration and modes of payment;
(IV) The annual budget scheme and settlement scheme of the GRCB;
(V) Annual report of the GRCB;
(VI) Other items that should otherwise be adopted by special resolutions as stipulated by laws, regulations or stipulations of the Articles of Association.
Article 74 The following items shall be adopted by General Meeting of Shareholders by special resolutions:
(I) Increase or reduction of registered capital by GRCB;
(II) Merger, division, dissolution and alteration of from of company of GRCB;
(III) Amendment of the Articles of Association of GRCB;
(IV) Other items defined by laws, regulations and stipulations of the Articles of Association and deemed by the General Meeting of Shareholders by ordinary resolution that may generate important influence to the GRCB and therefore need to be adopted by special resolutions.
Article 75 Shareholders (including agent shareholders) shall exercise voting rights against their number of shares represented with voting rights, and each share is entitled to one voting right.
Shares of GRCB held by the GRCB itself shall have no voting rights, and the said part of shares shall not be counted into the total number of shares with voting rights present in the General Meeting of Shareholders.
Article 76 GRCB shall, while ensuring lawfulness and validity of the General Meeting of Shareholders, provide shareholders with convenience for participation of General Meeting of Shareholders through various means and ways.
Article 77 Unless under special circumstance, such as the GRCB is in crisis etc., and with approval of the General Meeting of Shareholders by special resolution, GRCB shall not enter into contract with personnel other than its director, president and other senior management personnel to hand over the management of all or important business of the GRCB to the said personnel under its responsibility.
Article 78 List of candidates of directors and supervisors shall be submitted for voting to the General Meeting of Shareholders by means of proposal.
The same shareholder and its affiliated party shall not nominate candidate for director and supervisor to the General Meeting of Shareholders at the same time. Where the candidate for director (supervisor) nominated by the same shareholder and its affiliated party has already assumed the post as director (supervisor), prior to expiration of the term of office of the said director (supervisor), the said shareholder and its affiliated party shall not nominate again candidate for supervisor (director).
Article 79 General Meeting of Shareholders shall vote one by one towards all proposals, and where there are different proposals to the same item, voting shall be conducted in accordance with the time sequence of the proposal raised. Unless the General Meeting of Shareholders is suspended or resolution cannot be made because of special reasons, such as force majeure etc., the General Meeting of Shareholders shall not lay aside or refuse to vote the proposal.
Article 80 General Meeting of Shareholders shall adopt voting by open ballot.
Article 81 Prior to voting on the proposal, General Meeting of Shareholders should recommend two (2) shareholder representatives to participate in the ballot counting and examination. Where the item of deliberation has interest relation with the shareholder, the concerned shareholder and agent shall not participate in the ballot counting and examination.
During voting on proposal at General Meeting of Shareholders, shareholder representatives and supervisor representative shall be jointly responsible for ballot counting and examination, and announce on the spot the voting result, result of voting of the resolution shall be recorded in the minutes.
Article 82 Shareholders present in the General Meeting of Shareholders should express one of the following opinions to the proposal submitted for voting: in favor of (pro), against (con), or abstention.
All voting ballot not filled in, filled in erroneously, or the handwriting of which cannot be identified, or not cast shall be deemed that the voter has given up its voting rights, and as such, the result of voting of its shares held shall be counted as “abstention”.
Article 83 Where General Meeting of Shareholders adopts proposal concerning dividend, share grant or accumulation fund turning to increase subscribed capital, GRCB shall implement specific scheme within two (2) months after end of the General Meeting of Shareholders.
Section I Director
Article 84 Directors of GRCB shall be natural persons, and they shall conform to post qualification conditions required by laws and regulations and the banking regulatory authorities.
Article 85 Personnel, in any of the following cases, shall not act as directors of GRCB:
(I) No civil capacity or limited civil capacity;
(II) Those who are sentenced to penalty because of corruption, bribe, appropriation of property, embezzlement of property or disruption of market economic order with maturity of enforcement period no more than 5 years, or deprived of political rights because of criminal offense with maturity of enforcement period no more than 5 years;
(III) Those who act as members of the Board of Directors or factory director or manager of companies or enterprises in bankruptcy and liquidation, and are personally responsible for the bankruptcy of the said company or enterprise for a period of no more than 3 years starting the day upon completion of bankruptcy and liquidation of the said company or enterprise;
(IV) Those who act as legal representative of companies or enterprises whose business license is suspended, or ordered to be closed down because of violation of laws, and are personally responsible for and the period shall be no more than 3 years starting the day upon suspension of business license of the said company or enterprise;
(V) Those whose individual liabilities with relatively bigger amount not discharged at maturity;
(VI) Other circumstances stipulated by laws and regulations.
Where directors are elected or assigned in breach of stipulations of the foregoing clause, the said election or assignment or appointment shall be null and void. Directors who are found with circumstances listed in the foregoing clause during the term of post shall be relived of post by GRCB.
Article 86 Directors shall be elected or replaced by General Meeting of Shareholders, and its term of office shall be 3 years. A director may serve consecutive terms if elected upon expiration of his term of office. The General Meeting of Shareholders may not without reason remove a director from office because the expiration of his term of office.
The term of office of a director shall be calculated the day upon assumption of office till the day upon expiration of the term of the present Board of Directors. Where re-election is not conducted in time upon expiration of the term of office of director, the original director shall still perform its duties as director in accordance with laws, administrative regulations and stipulations of the Articles of Association before assumption of office by the re-elected director.
President or other senior management personnel may take part-time post as director, however the total number of directors who take part-time post as president or other senior management personnel shall not exceed 1/3 of the total number of directors of GRCB.
GRCB shall set up independent directors, and the number of independent directors shall be no less than 3.
(I) The last Board of Directors may put forward candidates for directors within the scope of number defined in the Articles of Association; shareholders holding more than 3% of the total voting shares of the GRCB, either separately or jointly, may nominate candidates for directors. Nomination of candidates for directors should be put forward to the General Meeting of Shareholders in written proposal. The above proposal put forward by shareholders should be presented to the Board of Directors at least ten (10) days before convocation of the General Meeting of Shareholders.
(II) Preliminary examinations on post qualifications and conditions of candidates for director shall be conducted by the Nomination Committee of the Board of Directors.
(III) Nomination of candidates for independent directors should conform to regulations of Article 100 of the Articles of Association.
(IV) General Meeting of Shareholders shall conduct voting one by one towards each and every candidate for director.
(V) For temporary supplementation of directors, the Board of Directors shall put forward candidates for directors, and the General Meeting of Shareholders shall be responsible for their election or replacement.
Article 88 Directors should abide by laws, administrative regulation and the Articles of Association, and shall bear the following obligation of loyalty to GRCB:
(I) Shall not accept bribes or other illegal income, or misappropriate the property of GRCB by taking advantage of their position and power;
(II) Shall not misappropriate funds of GRCB;
(III) Shall not deposit funds of GRCB in their own personal accounts or in personal accounts of other individuals;
(IV) Shall not breach stipulations of the Articles of Association to lend funds of GRCB to others or use assets of GRCB as security for others without consent from the General Meeting of Shareholders or the Board of Directors;
(V) Shall not enter into contracts or conduct transactions with GRCB in breach of stipulations of the Articles of Association or without consent of the General Meeting of Shareholders;
(VI) Shall not use the convenience of duty to procure for oneself or for others business opportunities pertaining to GRCB, or self-run or manage for others business of the same type of GRCB without consent of the General Meeting of Shareholders,
(VII) Shall not accept commission of others transacted with GRCB as one’s own;
(VIII) Shall not disclose secret of GRCB without due authorization;
(IX) Shall not use one’s affiliated relations to damage interests of GRCB;
(X) Other obligation of loyalty stipulated by laws and regulations and the Articles of Association.
Income obtained by director in breach of the foregoing clause shall be owned by GRCB; director causing losses to GRCB shall assume liabilities for compensation.
Article 89 Directors shall abide by laws, administrative regulations and the Articles of Association, and shall bear the following assiduous obligations of to GRCB:
(I) Shall prudently, earnestly, and assiduously exercise the rights endowed by GRCB to ensure that commercial operations of GRC conform to state laws, administrative regulations and requirements of various state economic policies, and commercial activities shall not exceed the scope of operation defined in the business license;
(II) Shall treat all shareholders fairly;
(III) Understand in time the industrial business operation and management conditions;
(IV) Shall ensure that information disclosed by GRCB is authentic, accurate, and integral;
(V) Shall provide relevant circumstance and data to the Board of Supervisors in accordance with facts, and shall not obstruct the Board of Supervisors or supervisors to exercise functions and powers;
(VI) Other assiduous obligations stipulated by laws and regulations and the Articles of Association.
Article 90 A director who fails to attend meeting of the Board of Directors personally for two consecutive times and does not authorize other director to attend the meeting on his behalf shall be deemed unable to fulfill its obligations, as such, the Board of Directors shall suggest to the General Meeting of Shareholders that the said director be replaced.
Article 91 A director may tender his resignation before expiration of its term of office. Director tendering his resignation shall submit a written report for resignation to the Board of Directors.
Where the Board of Directors is less than the statutory quorum due to resignation of directors, before assumption of office by directors re-elected, the original directors shall still perform their duties as directors in accordance with laws, administrative regulations and stipulations of the Articles of Association.
Except circumstances listed in the foregoing clause, resignation by directors shall take effect the moment the resignation report is delivered to the Board of Directors.
Article 92 Where a director’s resignation takes effect or its term of office expires, all hand-over formalities should be handled properly at the Board of Directors.
Article 93 No director shall act on behalf of GRCB or the Board of Directors in its own name without stipulations of the Articles of Association or lawful authorization of the Board of Directors. When a director acts in its own name and a third party may reasonably believes that the said director is acting on behalf of GRCB or the Board of Directors, the said director shall declare its stance and identity in advance.
Article 94 A director breaching laws, administrative regulations or stipulations of the Articles of Association when executing duties of GRCB, causing loss to GRCB, shall assume liabilities for compensation.
Section II Independent Directors
Article 95 Independent directors of the GRCB should possess relatively higher professional qualities and good reputation and meet the following conditions at the same time:
(I) With above undergraduate (including undergraduate) educational background or above medium professional title of relevant specialties;
(II) With above 5 years of legal, economic, banking, financial or other work experiences favorable for performance of responsibilities of independent directors;
(III) Familiar with laws and regulations related to operation management of commercial banks;
(IV) Able to read, understand and analyze credit statistical statement and financial statement of commercial banks.
Article 96 Personnel shall not assume the post of independent director of the GRCB in any of the following cases:
(I) The individual or its near relatives hold above 1% of shares of the GRCB;
(II) The individual or its near relatives assume office in shareholder unit that holds above 1% of shares of GRCB;
(III) The individual or its near relatives assume office in GRCB, or in unit share controlled or actually controlled by GRCB;
(IV) The individual or its near relatives assume office in unit that cannot repay the credit of GRCB on time;
(V) The unit wherein the individual or his/her relatives assume office has business relations with GRCB in terms of law, accounting, audit, and management consulting etc., or interests relations in terms of creditor’s rights and liabilities etc.;
(VI) Other circumstances wherein the individual or his/her relatives may be controlled by or exerted upon substantial influence by major shareholders or senior management personnel, so much so that such control or influence hinders the independence of his/her performance of responsibilities;
(VII) Other circumstances stipulated by the banking regulatory authorities.
Near relatives in this Article shall refer to couple, parents, children, grandparents, brothers and sisters.
Article 97 The person shall not assume the office as independent director of GRCB in any of the following cases:
(I) Those who are sentenced to penalty because of corruption, bribe, appropriation of property, embezzlement of property or disruption of market economic order, or deprived of political rights because of criminal offense;
(II) Those who act as members of the Board of Directors, or factory director, or manager of companies or enterprises in bankruptcy for liquidation, and are personally responsible for the bankruptcy of the said company or enterprise;
(III) Those who act as legal representative of companies or enterprises whose business license is suspended, or ordered to be closed down because of violation of laws, and are personally responsible for;
(IV) Those whose individual liabilities with relatively bigger amount not discharged at maturity;
(V) Those who are relieved of posts by the original work unit because of failure to perform duties with due diligence;
(VI) Those who once acted as principal person-in-charge of high risk financial institutions and there is no way to certify that the said person-in-charge is not liable for cancellation of the financial institution or loss of assets.
Article 98 Working personnel of the state organs shall not take part-time post as independent director of GRCB.
Article 99 Independent directors of GRCB shall not take part-time post at other commercial banks.
(I) The Board of Directors, the Board of Supervisors, shareholders holding more than 3% of total number of shares with voting rights of GRCB, either separately or jointly, may put forward their candidates for independent directors. Independent directors shall be decided upon election by the General Meeting of Shareholders.
(II) Nominator of independent directors should obtain consent from the nominated before nomination. The nominator shall fully understand the career, educational qualification, technical title, and detailed work experience, as well as all circumstances of part-time posts of the nominated.
(III) Preliminary examinations on post qualifications and conditions of candidates for independent director shall be conducted by the Nomination Committee of the Board of Directors
(IV) The same shareholder and affiliated parties shall put forward only 1 candidate for independent director or external supervisor, and nomination of independent director and external supervisor at the same time shall not be allowed.
Article 101 The term of office of an independent director in GRCB shall not exceed 3 years. Upon expiration of the 3-year term, an independent director may continue to act as director but shall no longer assume independent director.
Article 102 Independent directors shall declare to the Board of Directors before assumption of office to ensure that they have sufficient time and energy to perform their responsibilities, and undertake to carry on their duties assiduously.
Article 103 Assumption of office by independent directors shall be reported to the banking regulatory authorities for post qualification examination.
Article 104 The time of work by independent directors for GRCB each year shall not be less than 15 working days.
Independent directors may authorize other independent directors to be present in the meeting of the Board of Directors, but they should personally be present in at least 2/3 of the total number of meetings of the Board of Directors each year.
Article 105 Independent directors who are found with one of the following circumstances shall be dismissed by General Meeting of Shareholders as submitted by the Board of Supervisors:
(I) Not conforming to post qualification conditions of independent director because of change of post and the individual himself not tendering resignation;
(II) The number of meeting of the Board of Directors personally attended within 1 year is less than 2/3 of the total number of meeting of the Board of Directors;
(III) Other circumstances not fitting to continue to assume the post as independent director as stipulated by laws and regulations.
Article 106 Proposal of the Board of Supervisors, submitting to dismiss independent director, shall be adopted through voting by more than 2/3 of the total number of supervisors before it is submitted to General Meeting of Shareholders for deliberation. Independent directors may, before the Board of Supervisors putting forward the proposal for dismissal, explain the relevant circumstance to the Board of Supervisors, make representations and defend their positions.
The Board of Supervisors, submitting to the General Meeting of Shareholders to dismiss independent directors, shall report to the banking regulatory authorities within 1 month before convocation of the General Meeting of Shareholders and issue a written notice to the independent director himself/herself, and the independent director shall be entitled to state its opinions before the voting, either orally or in the form of writing, and shall also be entitled to report the said opinion to the banking regulatory authorities 5 days before convocation of the General Meeting of Shareholders. The General Meeting of Shareholders shall deliberate the opinions stated by the independent director in accordance with law before voting.
Article 107 Independent director may tender resignation before expiration of term of office, and the Board of Directors shall make the decision as to whether or not to approve the resignation of the independent director. Before the Board of Directors approves the resignation of the independent director, the independent director shall continue to perform duties.
Independent director tendering resignation shall hand over a written resignation report to the Board of Directors, and shall also submit a written statement to the General Meeting of Shareholders convoked the last time, explaining any circumstance related to resignation or that which it deems necessary to arouse attention of the shareholders and creditors.
Where, after resignation of independent directors, the number of independent directors in the Board of Directors is less than 2, the resignation report of the independent directors shall take effect only after the successor independent director fills up the vacant position.
Article 108 Independent director shall express objective and just independent opinion towards items of discussion of the Board of Directors, and when expressing opinions, independent director shall pay special attention to the following items:
(I) Major affiliated transaction;
(II) Profit distribution scheme;
(III) Appointment and dismissal of senior management personnel;
(IV) Items that may cause serious loss to GRCB;
(V) Items that may damage the interests of the depositor or small and medium shareholders.
Article 109 GRCB shall pay remuneration and allowance to independent directors. The standard for remuneration and allowance shall be formulated by the Board of Directors and adopted by General Meeting of Shareholders upon deliberation.
Section III Board of Directors
Article 110 GRCB shall set up a Board of Directors, which shall be accountable to the General Meeting of Shareholders.
Article 111 The Board of Directors shall consist of 13 members, and there shall be 1 Chairman, and 1 Vice-Chairman.
Article 112 The Board of Directors shall assume the final responsibility of operation and management of GRCB and exercise the following functions and powers in accordance with law:
(I) Convene General Meeting of Shareholders and make report to the General Meeting of Shareholders;
(II) Execute resolutions of the General Meeting of Shareholders;
(III) Determine the business development strategy and decide on the business plan and investment scheme of GRCB;
(IV) Formulate the annual financial budgetary scheme and settlement scheme of GRCB;
(V) Formulate risk asset distribution scheme, profit distribution scheme and loss make-up scheme of GRCB;
(VI) Formulate scheme of increase or reduction of registered capital, issuance of bond, or other securities and market listings of GRCB;
(VII) Formulate scheme of acquisition of shares of GRCB, or merger, division, dissolution and alteration of form of company of GRCB;
(VIII) Decide on items of GRCB other than routine management, such as external investment, asset acquisition or disposal, asset mortgage, external guarantee, fund or other assets trust management of GRCB etc., except major items stipulated in the Articles of Association that should be decided by the General Meeting of Shareholders;
(IX) Decide on important associated transactions of GRCB, except those stipulated otherwise in the Articles of Association;
(X) Decide on setup of internal management structure of GRCB;
(XI) Decide on items of appointment or dismissal of President, and Secretary of the Board of Directors of GRCB and their remunerations; decide on items of appointment or dismissal of other senior management personnel of GRCB, such as Vice-President and financial person-in-charge etc., and their remunerations based on nomination of the President; and decide on items of appointment or dismissal of Internal Audit Person-in-Charge and Conformity Person-in-Charge of GRCB and their remunerations based on nomination of the President;
(XII) Formulate basic management systems of GRCB;
(XIII) Decide on the risk management and internal control policies of GRCB;
(XIV) Formulate revision scheme of the Articles of Associations;
(XV) Manage items on information disclosure of GRCB;
(XVI) Make decisions regarding appointment and dismissal of certified public accountants (CPA) that undertakes the annual audit, asset liquidation of property and appraisal of assets of GRCB;
(XVII) Supervise the performance of senior management personnel to ensure their effective performance of management responsibilities;
(XVIII) Listen to work report and inspect the work of President of GRCB;
(XIX) Other functions and powers that should be exercised by the Board of Directors as stipulated by laws and regulations and provisions of the Articles of Association.
Article 113
Article 114 The Board of Directors shall formulate the rules of procedure of the Board of Directors to ensure that the Board of Directors put the resolutions of the General Meeting of Shareholders into effect, enhance work efficiency, and guarantee scientific decision-making.
Article 115 The Board of Directors should determine the limit of authority of items, such as external investment, asset acquisition or disposal, asset mortgage, external guarantee, fund or other asset trust management of GRCB, and affiliated transactions etc., and establish strict examination and decision-making procedure; report important items to the Shareholder Meeting for approval in accordance with provisions of the Articles of Association, and organize relevant experts and professional personnel to conduct review if necessary.
Article 116 Chairman and Vice-Chairman of the Board of Directors shall be elected by more than half of the directors of the Board of Directors.
Article 117 Chairman of the Board of Directors shall exercise the following functions and powers:
(I) Preside over General Meeting of Shareholders and convene and preside over meetings of the Board of Directors;
(II) Urge and inspect execution of resolutions of the Board of Directors;
(III) Sign stocks, company bonds and other negotiable securities issued by GRCB;
(IV) Sign important documents of the Board of Directors and other documents that should be signed by legal representative of GRCB;
(V) Exercise the functions and powers of legal representative;
(VI) Exercise special rights of disposal that conform to provisions of law and interests of GRCB towards affairs of GRCB under emergency circumstances of inability to convene General Meeting of Shareholders and meeting of the Board of Directors due to force majeure, such as extraordinarily serious natural calamities etc., and make report to the Board of Directors and General Meeting of Shareholders of GRCB after the event;
(VII) Provisions of laws and regulations and of the Articles of Association and other functions and powers authorized by the Board of Directors.
Article 118 Vice-Chairman of the Board of Directors of GRCB shall assist the Chairman for operation, where the Chairman cannot perform or does not perform duties, Vice-Chairman shall perform its duties; where the vice-Chairman cannot or does not perform duties, a director jointly recommended by more than half of the directors shall perform duties.
Article 120 Shareholders representing more than 1/10 of the voting powers, more than 1/3 of directors or of the Board of Supervisors may propose to convoke an interim meeting of the Board of Directors. The Chairman of the Board of Directors shall convene and preside over the meeting of the Board of Directors within 10 days upon receipt of the proposal.
Article 121 For convocation of interim meeting of the Board of Directors, all directors shall be informed in written form at least three (3) days in advance.
Where an interim meeting of the Board of Directors needs to be convened as soon as possible under emergency circumstance, notice through telephone or face-to-face oral notice may be serviced at any time, provided that the convener should explain in the meeting.
Article 122 Notice for meeting of the Board of Directors shall include the following contents:
(I) Date and venue for the meeting;
(II) Duration of the meeting;
(III) Subject matter and topics for discussion;
(IV) Date of issuance of notice.
Article 123 Meeting of the Board of Directors may be held only when there are more than half of directors present in the meeting.
Voting for resolution of the Board of Directors shall adopt one person one vote system.
Resolutions made by the Board of Directors shall be approved by a majority of all directors; however, resolutions concerning the following items shall be approved by more than 2/3 of the directors:
(I) Deliberation on profit distribution scheme, risk asset distribution scheme, major investment scheme, major asset disposal scheme, appointment or dismissal of senior management personnel of GRCB;
(II) Formulate merger or division plan;
(III) Formulate scheme for issuance of corporate bonds;
(IV) Formulate scheme for issuance of new share or initial public offering (IPO);
(V) Formulate scheme for recovery of loss.
For deliberation of the foregoing items from Clause (I) to Clause (V) at the meeting of the Board of Directors, communication voting shall not be adopted.
Article 124 Director who has affiliated relations with enterprises involved in the item of resolution of the meeting of the Board of Directors shall not exercise the voting rights towards the said resolution, nor shall he exercise the voting rights on behalf of other directors. The said meeting of the Board of Directors may be conducted when more than half of directors without affiliated relations are present, and resolution made by the meeting of the Board of Directors must be adopted by more than half of directors without affiliated relations. Resolution that should be adopted by more than 2/3 of members of the Board of Directors must be adopted by more than 2/3 of directors without affiliated relations. Where the number of directors without affiliated relations is less than 3, the said item should be submitted to the General Meeting of Shareholders for deliberation.
Article 125 The modes of voting for resolution of the Board of Directors are: voting by open ballot, voting by show of hands, and communication voting.
While ensuring full expression of opinions of directors, interim meeting of the Board of Directors may be conducted by way of communication and resolution made, signature signed by directors present in the meeting.
Article 126 Meetings of the Board of Directors shall be attended by directors personally; a director who cannot be present in the meeting because of some reasons may authorize other director to be present on his behalf in the form of writing, the letter of authorization shall indicate name of the agent, items of agency, scope of authorization and period of validity, signed or affixed with seal by the authorizer. Agent director present in the meeting shall exercise the rights due to a director within the scope of authorization. A director who fails to be present in the meeting of the Board of Directors, neither entrusts others to be present shall be deemed a wavier of voting rights on the said meeting.
Article 127 The Board of Directors shall make minutes of resolutions of the items discussed in the meeting, and directors present in the meeting shall sign their signatures on the minutes.
As archives of GRCB, minutes of the Board of Directors shall be kept, and the safekeeping period shall be no less than 10 years.
Article 128 Minutes of the Board of Directors shall include the following contents:
(I) Date, venue and name of the convener for convocation of the meeting;
(II) Name of directors present in the meeting and name of directors (agent) present in the meeting of the Board of Directors as authorized by others;
(III) Agenda of the meeting
(IV) Gist of speech of the directors;
(V) The mode and result of voting of each item of resolution (result of the voting should clearly indicate the number of ballots of pro, con or abstention).
Section IV Secretary of the Board of Directors
Article 129 GRCB may set up an office of the Secretary of the Board of Directors who will be nominated by the Nomination Committee of the Board of Directors and appointed by the Board of Directors.
Director or senior management personnel of GRCB may assume the post in part-time as Secretary of the Board of Directors, provided that it must guarantee full energy and time to undertake the duties of the Secretary of the Board of Directors. Supervisor of GRCB shall not act as part-time Secretary of the Board of Directors.
Circumstances not to take office as director as stipulated in the Articles of Association shall be applicable to secretary of the Board of Directors.
Article 130 Secretary of the Board of Directors should possess necessary professional knowledge and banking industrial work experience, and shall be adopted through examination of post qualifications by the Banking Regulatory authorities.
Article 131 Main duties and responsibilities of the Secretary of the Board of Directors shall be:
(I) Responsible for preparation and submission of reports and documents required by banking regulatory authorities and other relevant supervision departments in accordance with law;
(II) Responsible for GRCB to make integral organization decision-making documents and records;
(III) Prepare meetings of the Board of Directors and General Meeting of Shareholders;
(IV) Draft documents of the Board of Directors and of General Meeting of Shareholders, and relevant rules and regulations;
(V) Assist the Board of Directors to manage items of information disclosure;
(VI) Keep register of shareholders and handle affairs concerning equity management of GRCB;
(VII) Other matters authorized by the Board of Directors.
Secretary of the Board of Directors should abide by laws and regulations and relevant provisions of the Articles of Association.
Section V Special Committee of the Board of Directors
Article 132 Per requirements of business management of GRCB, the Board of Directors shall set up the following committees, namely, Risk Management Committee, Affiliated Transactions Control Committee, Remuneration Committee, Nomination Committee, Audit Committee, Strategic Committee, and other committees that the Board of Directors deems appropriate. The Board of Directors shall also determine the number and name of its special committees in accordance with situations of GRCB, provided that performance of functions of various special committees shall not be obstructed.
Members of the various special committees shall be no less than 3. Of which, person-in-charge of the Affiliated Transaction Control Committee, Nomination Committee and Auditing Committee shall be assumed by independent directors, and members of the Affiliated Transaction Control Committee and Nomination Committee shall not include directors nominated by controlling shareholders.
Article 133 Risk Management Committee shall be responsible to supervise circumstances of control by senior management personnel concerning risks such as credit risk, market risk, and operating risk etc., conduct regular evaluation towards risks and management conditions, risk bearing capacities and standard of GRCB, and put forward its opinions on improving risk management and internal control of GRCB.
Article 134 Affiliated Transaction Control Committee shall be responsible for affiliated transaction management of GRCB, conduct timely examination of affiliated transaction, put forward its opinions, and control affiliated transaction risks.
General affiliated transaction shall be examined and approved in accordance with internal authorization procedure of GRCB, and report to the Affiliated Transaction Control Committee for file.
Major affiliated transaction shall be examined by the Affiliated Transaction Control Committee before submitted to the Board of Directors for approval. Independent directors shall express written opinions towards the fairness of major affiliated transaction and execution of internal examination and approval procedure. Major affiliated transactions shall be reported to the Board of Supervisors within 10 working days starting the day upon approval, and at the same time report to the banking regulatory committee.
“General affiliated transaction” shall refer to transactions the amount of single batch of which accounts for less than 1% of the net amount of assets of GRCB, and the balance of transaction with the said affiliated party after this occurrence accounts for less than 5% of the net amount of assets of GRCB.
“Major affiliated transaction” shall refer to transactions the amount of single batch of which accounts for more than 1% of the net amount of assets of GRCB (excluding 1%), or the balance of transaction with the said affiliated party after such occurrence accounts for more than 5% of the net amount of assets of GRCB (excluding 5%).
Article 135 The Remuneration Committee shall be responsible to draw up remuneration scheme for directors, supervisors and senior management personnel, put forward suggestion on remuneration scheme to the Board of Directors, and supervise implementation of the scheme.
Article 136 Nomination Committee shall be responsible to draw up election procedure and standard of directors and senior management personnel, conduct preliminary examination towards post qualifications and conditions of directors and senior management personnel, and put forward suggestions to the Board of Directors.
Article 137 Auditing Committee shall be responsible to examine the accounting policies, financial conditions and financial reporting procedures of GRCB, and inspect the risk and conformity conditions of GRCB.
The Auditing Committee shall be responsible for annual auditing operations of GRCB, make judgment report concerning authenticity, integrity and accuracy of the financial report information after auditing, and submit to the Board of Directors for deliberation.
Article 138 The Strategic Committee shall be responsible to establish business objectives and long-term development strategy of GRCB, and supervise and inspect the execution of annual business plan and investment scheme.
Article 139 The rules of procedure and work process of the various special committees shall be established by the Board of Directors. The various special committees shall establish annual work plan and convoke regular meeting.
Article 140 GRCB shall have 1 President who will be appointed and dismissed by the Board of Directors.
GRCB shall have several Vice-Presidents who will be appointed and dismissed by the Board of Directors.
President, Vice-President, Assistant President, Secretary of the Board of Directors, and Financial Person-in-charge shall be senior management personnel of GRCB.
Article 141 Senior management personnel of GRCB shall conform to the post qualification conditions required by laws, regulations and the banking regulatory authorities.
Circumstances concerning non-assumption of post as director stipulated in Article 85 of the Articles of Association shall also be applicable to senior management personnel at the same time.
Stipulations concerning obligations of loyalty of directors in Article 88 and assiduous obligations of Clause (IV) to Clause (VI) of Article 89 of the Articles of Association shall also be applicable to senior management personnel at the same time.
Article 142 Personnel assuming post other than director in unit of the controlling shareholders or unit of the actual controller of GRCB shall not act as senior management personnel of GRCB.
Article 143 The term of office of the President shall be 3 years for each term, which may be renewed upon re-appointment.
Article 144 The President shall be accountable to the Board of Directors and shall exercise the following functions and powers:
(I) Pre side over the operation and management of GRCB, organize and implement resolution of the Board of Directors, and report work to the Board of Directors;
(II) Organize and implement the annual business plan and investment scheme of GRCB;
(III) Draw up scheme for setup of internal management unit of GRCB;
(V) Draw up basic management system of GRCB;
(V) Establish specific rules and regulations of GRCB;
(VI) Submit to the Board of Directors to appoint or dismiss Vice-President, Assistant President, Financial Person-in-Charge, Internal Audit Person-in-Charge, and Conformity Person-in-Charge of GRCB;
(VII) Decide upon appointment or dismissal of responsible management personnel other than those whose appointment or dismissal shall be decided upon by the Board of Directors;
VIII) Other functions and powers authorized by the Articles of Association or the Board of Directors.
President shall be present in the meeting of the Board of Directors as a non-voting delegate.
Article 145 President may tender resignation before expiration of term of office. Specific procedures and methods concerning resignation of President shall be stipulated in the employment contract between the President and GRCB.
Article 146 Appointment or dismissal of Vice-President shall be decided upon by the Board of Directors based on nomination of the President. Vice-President shall assist the President in operation. President who cannot perform functions and powers may authorize a Vice-President to exercise the functions and powers.
Article 147 Senior management personnel breaching laws, administrative regulations or stipulations of the Articles of Association when executing duties of GRCB shall assume liabilities for damage.
Section I Supervisors
Article 148 Supervisors of GRCB shall include supervisors assumed by shareholder representatives, supervisors assumed by employee representatives, and external supervisors. Supervisors shall conform to the post qualification conditions required by laws and regulations and the banking regulatory authorities.
Circumstances concerning non-assumption of post as director stipulated in Article 85 of the Articles of Association shall also be applicable to supervisors.
No director, president or senior management personnel shall take part time post as supervisor.
Article 149 Supervisors shall abide by laws, administrative regulations and the Articles of Association, bear obligations of loyalty and assiduous obligations to GRCB, and shall not accept bribes or other illegal income by making use of authority (power), nor misappropriate assets of GRCB.
Article 150 The term of office of supervisor shall be 3 years for each term, which may be renewed upon re-election after expiration of the term of office.
Article 151 The mode and procedure for nomination and election of supervisors assumed by shareholders representatives shall be as follows:
(I) The last Board of Supervisors may put forward candidates for supervisor assumed by shareholder representatives within the scope of number stipulated in the Articles of Association; shareholders holding more than 3% of the total shares of GRCB with voting rights, either separately or jointly, may nominate candidates for supervisors to be assumed by shareholder representatives. Nomination of candidates for supervisors to be assumed by shareholder representatives shall be put forward to the General Meeting of Shareholders in the form of written proposal. The above proposal put forward to GRCB by shareholders shall be presented to the Board of Supervisors at least ten (10) days before convocation of the General Meeting of Shareholders.
(II) Preliminary examination on post qualifications and conditions of candidates for supervisor shall be conducted by the Nomination Committee of the Board of Supervisors.
(III) General Meeting of Shareholders shall conduct voting one by one towards each candidate for supervisor.
(IV) For temporary supplementation of supervisors assumed by shareholder representatives, the Board of Supervisors shall put forward candidates for supervisors, and the General Meeting of Shareholders shall be responsible for their election or replacement.
Article 152 Where reelection is not conducted in time upon expiration of term of office of supervisors, or members of the Board of Supervisors is lower than the quorum resulting from resignation of supervisors during their term of office, prior to assumption of office by the reelected supervisors, the original supervisors shall still perform their duties as supervisors in accordance with laws, administrative regulations and stipulations of the Articles of Association.
Article 153 Supervisors shall ensure that information disclosed by GRCB are authentic, accurate, and integral.
Article 154 Supervisors may be present in the meeting of the Board of Supervisors as non-voting delegates, and put forward their inquiry or suggestions towards items of resolution of the Board of Directors.
Article 155 Supervisors shall not use the affiliated relations to damage interests of GRCB, those breaching regulations and causing loss to GRCB shall assume liabilities for compensation.
Article 156 Supervisors breaching laws, administrative regulations or stipulations of the Articles of Association when executing duties of GRCB, causing loss to GRCB, shall assume liabilities for compensation.
Section II External Supervisors
Article 157 GRCB shall set up office of external supervisors.
Items of external supervisors concerning post qualifications, conditions, election, replacement, dismissal, resignation and remuneration payment etc. shall be executed with reference to stipulations concerning independent directors of Articles, 95, 96, 97, 98, 99, 100, 103, 105, 106, 107, and 109 of the Articles of Association.
Article 158 Prior to assumption of office, external supervisors shall declare to the Board of Supervisors to guarantee that they have sufficient time and energy to perform responsibilities and undertake to perform their duties assiduously.
Article 159 The time of work by external supervisors for GRCB each year shall not be less than 15 working days.
External supervisors may authorize other external supervisors to be present in the meeting of the Board of Supervisors, but they should personally be present in at least 2/3 of the total number of meetings of the Board of Supervisors each year.
Section III Board of Supervisors
Article 160 GRCB shall set up a Board of Supervisors, which shall consist of 5 supervisors. The Board of Supervisors shall have 1 Chairman, and may also have Vice-Chairman. Chairman of the Board of Supervisors shall be elected by more than half of the supervisors. Chairman of the Board of Supervisors shall convene and preside over the meeting; where Chairman of the Board of Supervisors cannot perform or does not perform the duties, Vice-Chairman shall convene and preside over the meeting; where there is no Vice-Chairman or the vice-Chairman cannot or does not perform the duties, a supervisor jointly recommended by more than half of the supervisors shall convene and preside over the meeting of the Board of Supervisors.
The Board of Supervisors shall include shareholder representatives and appropriate portion of employee representatives of GRCB, of which, proportion of employee representatives shall not be lower than 1/3. Employee representatives in the Board of Supervisors shall be democratically elected by employees of GRCB through Employee Representative Meeting, Employee Meeting or other forms.
Article 161 The Board of Supervisors shall exercise the following functions and powers:
(I) Conduct examination and verification towards the regular reports of GRCB established by the Board of Directors and put forward its written opinion of examination;
(II) Inspect financial conditions of the GRCB;
(III) Supervise acts of directors and senior management personnel on execution of functions of the GRCB, and put forward suggestions for dismissal of directors and senior management personnel who violate laws, administrative regulations, Articles of Association, or General Meeting of Shareholders resolutions;
(IV) Demand that directors and senior management personnel correct their own actions when such actions damage the interests of the GRCB;
(V) Conduct inquiry towards the directors and senior management personnel;
(VI) Organize to conduct audit on departure towards directors and senior management personnel;
(VII) Conduct inspection or audit towards the business policy-making, risk management and internal control of GRCB, and direct internal audit department operations of GRCB.
(VIII) Propose to convoke Extraordinary General Meeting (EGM), and convene and preside over the General Meeting of Shareholders when the Board of Directors does not fulfill its responsibilities of convening and presiding over the General Meeting of Shareholders stipulated in the “Company Law”;
(IX) Put forward proposal to the General Meeting of Shareholders;
(X) Institute a proceeding towards directors and senior management personnel in accordance with provisions of Article 152 of the “Company Law”;
(XI) May conduct investigation upon discovery of abnormalities of business conditions of the GRCB; and may engage professional units, such as Certified Public Accountants (CPA), and law firms etc., to assist its operation if necessary, and expenses shall be borne by the GRCB;
(XII) Other functions and powers that should be exercised by the Board of Directors as prescribed in laws and regulations, and stipulations of the Articles of Association.
Article 162 The Board of Supervisors shall convene at least 4 regular meetings a year, and at least one regular meeting shall be convened for every six months. Supervisors shall propose to convene interim meeting of the Board of Supervisors.
Unless stipulated otherwise in the Articles of Association, resolution of the Board of Supervisors shall be adopted by more than half of the supervisors present in the meeting.
Article 163 The Board of Supervisors convokes regular meeting, all supervisors shall be notified 10 days in advance.
The Board of Supervisors convokes interim meeting, all supervisors shall be notified 3 days in advance; where it is necessary to convoke a interim meeting of the Board of Supervisors as soon as possible under emergency circumstance, notice for meeting may be sent at any time either through telephone or face-to-face oral communication, provided that the convener shall explain during the meeting.
Article 164 Notice for meeting of the Board of Supervisors shall include the following contents:
(I) Date, venue and duration for convocation of the meeting;
(II) Subject matter and topics for discussion;
(III) Date of issuance of notice.
Article 165 The Board of Supervisors shall establish rules of procedure of the Board of Supervisors and define the mode of procedure and voting process of the Board of Supervisors to ensure its work efficiency and scientific decision-making.
Article 166 The Board of Supervisors shall make minutes of resolutions of the items discussed, and supervisors present in the meeting shall sign their signatures on the minutes.
Supervisors shall be entitled to require a descriptive record regarding his/her speech. Minutes of the meeting of the Board of Supervisors shall, as files of GRCB, be kept for at least ten (10) years.
Section IV Special Committee of the Board of Supervisors
Article 167 The Board of Supervisors of GRCB shall set up a Nomination Committee and an Audit Committee, and members of each committee shall be no less than 3.
Article 168 The Nomination Committee of the Board of Supervisors shall be responsible to draw up the procedure and standard for election of supervisors, conduct preliminary examination towards post qualifications and conditions of supervisors, and put forward suggestions to the Board of Supervisors.
Article 169 The Auditing Committee of the Board of Supervisors shall be responsible to draw up scheme for auditing towards the following items:
(I) Supervise the performance of duty of the Board of Directors, its members, and senior management personnel;
(II) Conduct audit on departure towards directors and senior management personnel;
(III) Inspect and supervise financial activities of GRCB;
(IV) Conduct inspection or audit towards the business policy-making, risk management and internal control of GRCB, and direct internal audit department operations of GRCB.
Chapter VIII Financial and Accounting System, Profit Distribution and Auditing
Section I Financial and Accounting System
Article 170 Financial and Accounting system of GRCB shall be established in accordance with laws, administrative regulations and stipulations of relevant state departments.
Article 171 GRCB shall disclose the annual report within 4 months after end of each fiscal year, and announce the business performance and audit report of the previous year within 3 months after end of each fiscal year.
Article 172 Except the statutory accounting books, GRCB shall not make other accounting books. Assets of GRCB shall not be deposited in an account in the name of anyone.
Article 173 GRCB, when distributing the after-tax profits of the current year, shall withdraw and list 10% of the profits as statutory reserve fund of GRCB. Where the accumulative amount of statutory reserve funds of GRCB reaches more than 50% of the registered capital, withdrawal shall no longer be necessary.
Where the statutory reserve funds of GRCB is insufficient to make up loss of the previous year, prior to withdrawing statutory reserve funds per stipulations of the foregoing clause, GRCB shall use profits of the current year to make up the loss.
GRCB shall, after withdrawing statutory reserve funds from the after-tax profits, withdraw general reserve funds in accordance with relevant laws and regulations to make up the possible loss that has not yet been identified.
GRCB may also, after withdrawing statutory reserve funds and general reserve funds from the after-tax profits, withdraw optional accumulation funds from the after-tax profits upon resolution of the General Meeting of Shareholders.
Balance of the after-tax profits of GRCB after loss make-up, withdrawal of reserve funds and general provision, may be distributed to shareholders in accordance with the proportion of shares held by shareholders based on the profit distribution scheme approved by General Meeting of Shareholders, except stipulated otherwise in the Articles of Association that distribution shall not be in accordance with proportion of shares held.
Where General Meeting of Shareholders, in breach of the foregoing regulations, distributes profits to shareholders before loss make-up, withdrawal of statutory reserve funds and of general provision, shareholders shall be obliged to return to GRCB profits distributed in violation of the stipulations.
Shares of GRCB held by GRCB alone shall not participate in profit distribution.
Article 174 The reserve funds of GRCB shall be used to make up loss of GRCB or expand operation, or be converted to increase capital of GRCB. However, capital accumulation funds shall not be used to make up loss of GRCB.
Statutory reserve funds when converted to capital, the retained reserve funds shall not be less than 25% of the registered capital before turning to increased capital.
Article 175 After the General Meeting of Shareholders of GRCB adopts resolution on the scheme of profit distribution, the Board of Directors of GRCB shall be obliged to complete matters of dividend (or share) distribution within 2 months after convocation of the General Meeting of Shareholders.
Article 176 GRCB may distribute dividend through the following means:
(I) Cash;
(II) Stocks;
(III) Other means and ways that conform to laws and regulations.
Section II Internal Auditing
Article 177 GRCB shall implement internal auditing system and be equipped with full-time auditing personnel who shall conduct internal auditing and supervision towards financial revenue and expenditure and economic activities of GRCB.
Article 178 Internal auditing system and obligations of auditing personnel of GRCB shall be approved by the Board of Directors prior to the implementation. The Auditing Person-in-Charge shall be accountable and report work to the Board of Directors.
Section III Appointment of Accounting Firms
Article 179 GRCB shall engage certified public accountants’ firm (CPA firm) to conduct auditing towards the annual financial and accounting statements of GRCB for a period of 1 year, and it may renewed upon re-engagement.
Article 180 Engagement of CPA firm for annual auditing and CPA firm for assets liquidation and verification by GRCB must be decided upon by the Board of Directors.
Article 181 GRCB shall undertake to provide the engaged CPA firm with authentic and integral accounting voucher, accounting books, financial and accounting reports and other accounting data, and shall not refuse, conceal or make false reports.
Article 182 When dismissing or no longer renewing engagement of CPA firm for annual auditing or assets liquidation and verification, GRCB shall notify the said CPA firm 15 days in advance, and when conducting voting towards dismissal of the CPA firm, the Board of Directors shall allow the said CPA firm to state its opinions.
The CPA firm mentioned in the foregoing clause, when tendering resignation, shall explain to the Board of Directors whether GRCB has any unbecoming circumstance.
Article 183 Notice of GRCB shall be sent via the following means:
(I) Personal delivery;
(II) Through face-to-face oral notification, or via telephone, post delivery, fax, or e-mail;
(III) Via media announcement or website disclosure, network posting;
(IV) Other means and ways stipulated in the Articles of Association.
Article 184 Notice send by GRCB via public announcement shall be deemed that all relevant personnel have already received upon public announcement.
Article 185 Notice for convocation of General Meeting of Shareholders of GRCB shall be conducted through media announcement or website disclosure or network posting.
Article 186 Written notice for convocation of meeting of the Board of Directors of GRCB shall be sent by personal delivery or via post mail delivery, fax, or e-mail.
Under circumstances stipulated in Clause II of Article 121 of the Articles of Association, notice for convocation of meeting of the Board of Directors may be sent via telephone notice or face-to-face oral notification.
Article 187 Notice for convocation of meeting of the Board of Supervisors of GRCB shall be sent via personal delivery or via post mail delivery, fax, or e-mail.
Under circumstances stipulated in Clause II of Article 163 of the Articles of Association, notice for convocation of meeting of the Board of Supervisors may be sent via telephone notice or face-to-face oral notification.
Article 188 Where notice of GRCB is personally delivered, the receiver shall sign the signature on the delivery acknowledgement (or affix with seal), and the date for reception by the delivered shall be the date of delivery; where notice of GRCB is sent through post mail, the 5th working day starting the day upon delivery to the post office shall be the day of delivery; where notice of GRCB is sent via media announcement or website disclosure or network posting, the day of the 1st publication of announcement or the day of the 1st website disclosure or the day of the 1st network posting shall be the day of delivery; where notice of GRCB is conducted via telephone or face-to-face oral notification, the day of notification shall be the day of delivery.
Article 189 Where notice for meeting is not sent or delivered to certain person who is entitled to because of accidental omission or the said type of person have not received the notice for meeting, the meeting and resolution adopted during the meeting will not become null and void because of such failure.
Chapter X Merger, Division, Increase and Reduction of Capital, Dissolution and Liquidation
Section I Merger, Division, Increase and Reduction of Capital
Article 190 Merger of GRCB may adopt either consolidation by merger or amalgamation
Article 191 For merger of GRCB, various parties for such merger shall sign a merger agreement, and establish statements of assets and liabilities and list of assets. GRCB shall notify the creditors within 10 days starting the day upon resolution for merger, and issue an announcement on newspaper within 30 days. Creditors shall request GRCB to discharge the liabilities or provide corresponding guarantee within 30 days starting the day upon receipt of the notice, or within 45 days starting the day upon public announcement in the that they failed to receive the notice.
Article 192 During merger of GRCB, creditors’ right and liabilities of various parties of the merger shall be succeeded by the company continually existing or the newly incorporated company after such merger.
Article 193 For division of GRCB, its properties or assets shall be partitioned accordingly.
In the case of division of GRCB, balance sheet and inventory sheet shall be established. GRCB shall notify its creditors within 10 days starting the day upon resolution for division, and issue an announcement in newspapers within 30 days.
Article 194 For liabilities of GRCB before division, joint and several liabilities shall be assumed by the company after division, except stipulated otherwise in the written agreement reached between GRCB and the creditor concerning discharge of liabilities before the division
Article 195 GRCB, when necessary to reduce registered capital, must establish statements of assets and liabilities and list of assets.
GRCB shall notify creditors within 10 days starting the day upon resolution to reduce registered capital and issue an announcement in newspaper within 30 days. Creditors are entitled to demand that GRCB discharge liabilities or provide corresponding guarantee within 30 days starting the day upon receipt of notice, or 45 days starting the day upon announcement in the newspaper in the case that they failed to receive notice.
The registered capital after reduction of GRCB shall not be less than the statutory minimum limit.
Article 196 Where, for merger or division, items of registration are altered, GRCB shall handle alteration registration formalities at the company registration unit in accordance with law; where GRCB is dissolved, it shall handle company cancellation of registration in accordance with law; where a new company is incorporated, it shall handle company incorporation registration in accordance with law.
GRCB, for increase or reduction of registered capital, shall handle alteration registration formalities at the company registration unit following examination and approval by the banking regulatory authorities.
Section II Dissolution and Liquidation
Article 197 GRCB shall be dissolved on account of the following reasons:
(I) The General Meeting of Shareholders resolves to dissolve;
(II) Dissolution becomes a necessity because of merger or division of GRCB;
(III) Business license is suspended in accordance with law, and GRCB is charged for closure or is cancelled;
(IV) Where operation and management of GRCB encounters difficulties, continuous existence thereof will expose the interests of shareholders to serious loss and such problem cannot be solved through other means, shareholders holding more than 10% of voting rights of all shareholders of GRCB shall request people’s court to dissolve GRCB.
Article 198 Where GRCB is dissolved because of stipulations of Clause (I), Clause (III) and Clause (IV) of Article 197 of the Articles of Association, a liquidation team shall be set up within 15 days starting the day upon emergence of the reason for dissolution, and start liquidation. The liquidation team shall be composed of personnel determined by directors or the General Meeting of Shareholders. Where no liquidation team is formed and no liquidation is conducted after exceeding the time limit, creditors shall request the people’s court to designate relevant personnel to establish a liquidation team to conduct liquidation.
Article 199 The liquidation team shall, during the liquidation period, exercise the following functions and powers:
(I) Liquidate assets of GRCB, and establish statements of assets and liabilities and list of properties respectively;
(II) Notify and announce to the creditors;
(III) Handle and liquidate relevant unfinished business of GRCB ;
(IV) Clear the overdue tax amounts and tax payment generated during the process of liquidation;
(V) Settle claims and liabilities;
(VI) Handle residual assets or properties of GRCB after liquidation of the debts;
(VII) Participate in civil litigious activities on behalf of GRCB.
Article 200 The liquidation team shall notify the creditors within 10 days and issue an announcement in newspaper within 60 days commencing with the establishment day. Creditors shall declare their creditors’ rights to the liquidation team within 30 days upon receipt of the notice, and within 45 days since the announcement in the case that they failed to receive notice.
Creditors declaring creditors rights should explain the relevant items of the creditors’ rights and provide certifying materials or documents. The liquidation team should register the creditor’ rights.
During the period of declaration of creditors’ rights, the liquidation team shall not conduct liquidation towards the creditors.
Article 201 The liquidation team shall, after clearing the assets of GRCB and establishing the statements of assets and liabilities and lists of properties, establish a liquidation scheme, and report to the General Meeting of Shareholders or the people’s court for confirmation.
The residual assets of GRCB, after payment of the liquidation expense, payroll, social insurance premium and statutory compensation, payment of overdue tax amount, and discharging liabilities of GRCB, shall be distributed to shareholders by GRCB to their proportion of shares held.
During liquidation period, GRCB shall continue to exist, but shall not carry on business activities non-related to liquidation. Assets of GRCB shall not be distributed to shareholders before discharging in accordance with stipulations of the foregoing clause.
Article 202 The liquidation team, discovering that assets of GRCB is insufficient to discharge the liabilities after clearing assets of GRCB, establishing statements of assets and liabilities and list of properties, should request to declare bankruptcy from the people’s court in accordance with law.
In the case that the people’s court has declared the bankrupt of GRCB, the liquidation team shall hand over matters of liquidation to the people’s court.
Article 203 After end of liquidation of GRCB, the liquidation team should make a liquidation report, report to the General Meeting of Shareholders or the people’s court for confirmation, submit to the company registration unit, apply for cancellation of registration of GRCB, and announce that GRCB has been terminated.
Article 204 Members of the liquidation team should be attentive to their duties and perform their liquidation obligations in accordance with law.
Members of liquidation team shall not use their authority to accept bribe or other illegal income, nor shall they encroach assets or properties of GRCB.
Members of the liquidation team causing loss to GRCB or creditors because of intentional or gross negligence shall assume liabilities for compensation.
Article 205 Where GRCB is declared bankrupt in accordance with law, bankruptcy liquidation shall be implemented in accordance with relevant laws on enterprise bankruptcy.
Article 206 In case of any of the following, GRCB shall amend the Articles of Association:
(I) Where after modification of the “Company Law” or relevant laws and administrative regulations, items stipulated in the Articles of Association are found in disparity with stipulations of the modified laws and administrative regulations;
(II) Where circumstance of GRCB has changed so much so that it is inconsistent with the items recorded in the Articles of Association;
(III) General Meeting of Shareholders decides to amend the Articles of Association.
Article 207 Items for amendment of the Articles of Association adopted through resolution by General Meeting of Shareholders must be reported to the banking regulatory authorities for approval; where items of registration of corporation is involved, registration alteration shall be handled in accordance with law.
Article 208 The Board of Directors shall amend the Articles of Association in accordance with resolution of the General Meeting of Shareholders for amendment of the Articles of Association and relevant opinions of examination and approval of the banking regulatory authorities.
Article 209 Interpretation
(I) Controlling shareholder shall refer to the shareholder whose shares account for more than 50% of the total amount of share capital of GRCB; the shareholder whose voting rights arising from shareholding has great influence on the resolutions of General Meeting of Shareholders, though the shareholding proportion is less than 50%.
(II) Actual controller shall refer to an individual or unit who, though not the shareholder of GRCB, can actually hold sway act of GRCB through investment relations, agreement or other arrangement.
(III) Affiliated relations shall refer to relations between controlling shareholder, actual controller, director, supervisor, senior management personnel and enterprises that are under their direct or indirect control, and other relations that may result benefit transference of GRCB. However, state controlling companies have association relationship not only because they are state-controlled in shares.
Article 210 The Board of Directors shall establish detailed rules of the Articles of Associations in accordance with stipulations of the Articles of Association. Detailed rules shall not conflict with stipulations.
Article 211 The Articles of Association shall be written in Chinese, and in the case that there is disparity with the one in other languages or different versions, the Articles of Association in Chinese verified and registered the last time in the Administration of Industry and Commerce of Guangzhou shall prevail.
Article 212 In the case that there is no special explanation, terms such as “more than”, “within”, “less than” and “at least” mentioned in the Articles of Association shall include the given figure; and “lower than” and “exceeding” shall not include the given figure.
Article 213 The Board of Directors of GRCB shall be responsible for interpretation of the Articles of Association.
Article 214 The Articles of Association shall take effect upon adoption by the General Meeting of Shareholders and approval of banking regulatory authorities.
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