到境外上市公司章程必备条款（二）.docVIP

到境外上市公司章程必备条款（二） Article 84 The notice of a meeting of shareholders of different categories needs to be delivered only to the shareholders entitled to vote thereat. The procedures according to which a meeting of shareholders of different categories is held shall， to the extent possible， be identical to the procedures according to which a shareholders’ general meeting is held. Provisions of the Articles of Association of the Company relevant to procedures for the holding of a shareholders’ general meeting shall be applicable to meetings of shareholders of different categories. If the Articles of Association of the Company contain provisions prescribed in the preceding paragraph， they shall additionally provide the following： “The special voting procedures for shareholders of different categories shall not apply： 1. where， as approved by way of a special resolution of the shareholders’ general meeting， the Company issues， either separately or concurrently， domestic investment shares and foreign investment shares listed outside the People’s Republic of China every 12 months， and the number of the domestic investment shares and foreign investment shares listed outside the People’s Republic of China intended to be issued does not exceed 20% of the issued and outstanding shares of the respective categories； or 2. where the plan for issuance of domestic investment shares and foreign investment shares listed outside the People’s Republic of China upon the establishment of the Company is completed within 15 months of being approved by the State Council Securities Commission.“ PART TEN BOARD OF DIRECTORS Article 86 The Company shall establish a board of directors. The board of directors shall be composed of directors， who shall include one chairman of the board， vice chairman （or vice chairmen） of the board and directors. Article 87 Directors shall be elected by the shareholders’ general meeting and serve a term of years. A director may serve consecutive terms if ree