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General Meeting
2017-01-04
The General Meeting of Shareholders shall, as GRCB’s organ of authority, exercise the following powers in accordance with the law.
Resolve on the Bank’s business policies and investment plans;
Elect and replace board directors and supervisors who are not representatives of employees and to decide on matters relating to their remuneration;
Deliberate on and approve the reports of the Board of Directors;
Deliberate on and approve the reports of the Board of Supervisors;
Deliberate on and approve the annual financial budget, final accounts, balance sheet, income statement and other financial statements of the Bank;
Deliberate on and approve the Bank’s plans for distributing profit and recovering losses;
Resolve on the increase or decrease of the Bank’s registered capital;
Resolve on the issuance of corporate bonds or other securities of the Bank, and on listing-related issues;
Resolve on the merger, demerger, dissolution, liquidation or change of the corporate form of the Bank;
Amend these Articles of Association;
Resolve on the appointment, dismissal or non-renewal of the accounting firm of the Bank;
Deliberate on matters including investment in fixed assets, external guarantee, external investment, acquisition or disposal of assets, pledge of assets, and entrustment of others to manage the Bank’s funds or other assets, all of which shall, in accordance with the relevant laws, regulations, regulatory provisions, these Articles of Association and other internal policies, be submitted to the General Meeting of Shareholders for deliberation;
Deliberate on proposals from shareholders individually or collectively holding more than 3% of the total number of voting shares of the Bank (including holders of preferred shares whose voting rights have been restored);
Decide on the issuance of preferred shares; decide on, or authorize the Board of Directors to decide on, matters related to preferred shares the Bank has issued, including but not limited to redemption, share conversion, dividend payouts, etc.; and
Deliberate on other matters that shall be decided by the General Meeting of Shareholders as stipulated by laws, administrative regulations, regulatory provisions or these Articles of Association.
The above matters within its terms of reference shall be considered and decided by the General Meeting of Shareholders. However, it may authorize the Board of Directors to make decision under necessary, reasonable and lawful circumstances. The content of such authorization shall be clear and specific.
Where the authorization of the Board of Directors by the General Meeting of Shareholders is a matter to be passed by an ordinary resolution of the General Meeting of Shareholders as provided in these Articles of Association, it shall be approved by at least 1/2 of the votes held by the shareholders (including the their proxies) present at the General Meeting of Shareholders; or where the authorization is a matter to be passed by a special resolution of the General Meeting of Shareholders as provided in these Articles of Association, it shall be approved by at least 2/3 of the votes held by the shareholders (including the their proxies) present at the General Meeting of Shareholders.