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        The shareholders’ general meeting is the organ of authority of the Company and shall be responsible for deciding on the Company’s operating policies and investment plans, examining and approving the Company’s proposals for profit distribution plans and losses recovery plans, amending the Articles of Association, the procedural rules of the shareholders’ general meetings and the meetings of the Board of Directors and the Board of Supervisors and deciding the engagement, dismissal or replacement of accounting firms, in accordance with laws.

 

        Procedures of nominating directors by shareholders

 

        According to the Articles of Association, the Board of Directors or shareholders individually or jointly holding 5% or more of the voting shares in the Company may nominate candidates of directors, and the Board of Directors, the Board of Supervisors, and shareholders individually or jointly holding 1% or more of the voting shares in the Company may nominate candidates of independent directors.

 

        The procedures of nominating director candidates by shareholders are as follows:

 

        (I)Candidates of directors or independent directors shall be nominated by way of proposal with their detailed information including:

 

        1.Personal particulars such as education background, working experience and any part-time positions;

 

        2.Whether there is any connected relationship with the Company or the controlling shareholders and actual controller of the Company;

 

        3.Their shareholding in the Company;

 

        4.Whether there are any penalties or punishments imposed by the securities regulatory authorities of the State Council and other related authorities or the stock exchange.

 

        (II)A candidate of director shall, prior to the convening of the shareholders’ general meeting, give a written undertaking letter that he/she agrees to accept the nomination and that the personal information as publicly disclosed is true and complete, and warrants that he/she will duly perform his/her obligations as a director after he/she is elected. A written notice of the intention to nominate a candidate of director and the willingness of such to be elected and the written documents on the basic information of such candidate shall be given to the Company within 10 days prior to the date of the shareholder’s general meeting;

 

        (III)The Company shall disclose the detailed information on the candidates of directors to shareholders at least seven days before the date of the shareholder’s general meeting, to ensure that shareholders will have adequate understanding on the candidates when they cast their votes;

 

        (IV)The length of the period (commencing from the day immediately following the date on which the notice convening a shareholders’ general meeting is given), during which the aforesaid notice and documents are submitted to the Company by the nominators and the candidates of directors may be given, will be at least 7 days;

 

        (V)The shareholders’ general meeting shall review and vote on the election of the candidates one by one;

 

        (VI)A candidate of director shall act as a director of the Company upon the approval of the shareholders’ general meeting with his qualification verified by the regulatory authorities.

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