公告书之上市公司公告英文

2021年1月25日发(作者：艾的)
上市公司公告英文


【篇一：
26-
关于发布《上市公司 股东大会规则》的通
知
(
英文
)
】

notice of the china securities regulatory commission on
promulgating the rules for the

general assemblies of shareholders of listed companies

(no. 21 [2006] of the china securities regulatory commission)

all the listed companies,

in order to further regulate the acts of listed companies and
ensure that the general assemblies of listed companies
exercise their functions according to law, the regulatory
opinions for the general assemblies of shareholders of listed
companies promulgated and became operative by the china
securities regulatory commission (hereinafter referred to as
the csrc) in may 2000, which have been amended by the csrc
according to the newly amended company law and the
securities law in 2005, are hereby promulgated, and please
implement them accordingly.

if the announcement or notice of the relevant general
assembly of a listed company is too long, the listed company
may choose a newspaper or periodical designated by the csrc
for summary disclosure of the relevant contents, however, the
full text thereof shall be published on the website designated
by the csrc. the website of shanghai stock exchange for the
listed companies to disclose is .cn; and the website of
shenzhen stock exchange for the listed companies to disclose
is .cn.

the rules for the general assemblies of shareholders of listed
companies shall be implemented as of the date of
promulgation. the relevant general assemblies of shareholders
involved in the share-trading reform of listed companies shall
be governed by other relevant provisions.

all listed companies shall timely amend their own articles of
association and formulate corresponding rules of procedure
for the general assemblies of shareholders in light of their
respective conditions.

china securities regulatory commission

march 16, 2006

rules for the general assemblies of shareholders of listed
companies

chapter i general provisions

article 1 in order to regulate the acts of listed companies and
ensure the general assemblies of listed companies to exercise
their functions according to law, these rules are formulated
according to the company law of the people’s republic of china
(hereinafter referred to as the company law) and the securities
law of the people’s r
epublic of china (hereinafter referred to as
the securities law).

article 2 a listed company shall hold sessions of the general
assembly of shareholders in strict accordance with the
relevant provisions in the laws, administrative regulations,
these rules, and its own articles of association, and shall
ensure that shareholders exercise their rights according to law.

the board of directors of a listed company shall practically
perform its duties, and shall organize the sessions of the
general assembly of shareholders carefully and on time. all the
directors of a listed company shall be diligent and responsible
so as to ensure the sessions of the general assembly of
shareholders are held normally and exercise its functions
according to law.

article 3 the general assembly of shareholders shall exercise
its functions within the scope as

prescribed in the company law and the articles of association
of the company.

article 4 the sessions of the general assembly of shareholders
can be divided into annual sessions and temporary sessions.
the former shall be held once every year within 6 months upon
conclusion of the previous accounting year. the latter shall be
held irregularly and shall be held within 2 months if any
circumstance for holding such a meeting as prescribed in
article 101 of the company law occurs.

if a listed company can not hold a session of the general
assembly of shareholders within the aforesaid time limit, it
shall report it to the dispatched office of csrc at the locality of
the company and the stock exchange where its stocks are
listed for trading (hereinafter referred to as the stock
exchange), and shall explain the reasons and make an
announcement.

article 5 a listed company shall, when holding a session of the
general assembly of shareholders, hire lawyers to issue legal
opinions about the following matters and make an
announcement:

(1)whether the procedures for convening and holding the
session are in line with the laws, administrative regulations,
these rules and the articles of association of the company;

(2)whether the qualifications of the attendees and the
convener are lawful and effective;

(3)whether the voting procedures and results of the meeting
are lawful and effective; and

(4)issuing legal opinions about other relevant matters as
requested by the listed company.

chapter ii convening of the general assembly of shareholders

article 6 the board of directors shall convene the sessions of
the general assembly of shareholders within the time limit as
prescribed in article 4 of these rules.

article 7 an independent director has the right to propose the
board of directors to hold a temporary session of the general
assembly of shareholders. in respect to the proposal of the
independent director for holding a temporary session, the
board of directors shall, in accordance with the laws,
administrative regulations and the articles of association of the
company, give a written reply on whether to hold the
temporary session or not within 10 days upon receipt of the
proposal.

if the board of directors agrees to hold a temporary session of
the general assembly of shareholders, it shall send out a
notice on the temporary session of the general assembly of
shareholders within 5 days after the resolution of the board of
directors is made. if the board of directors does not agree to
hold a temporary session of the general assembly of
shareholders, it shall explain the reasons and make an
announcement.

article 8 the board of supervisors has the right to propose the
board of directors to hold a temporary session of the general
assembly of shareholders, and shall put forward the proposal
to the board of directors in written form. the board of directors
shall, in accordance with the laws, administrative regulations
and the articles of association of the company, give a written
reply on whether to hold a temporary session or not within 10
days upon receipt of the proposal.

if the board of directors agrees to hold a temporary session, it
shall send out a notice on the temporary session of the general
assembly of shareholders within 5 days after the resolution of
the board of directors is made; if it makes any change to the
original proposal in the notice, it shall obtain the consent of
the board of supervisors.

if the board of directors does not agree to hold a temporary
session of the general assembly of shareholders or fails to
give a reply within 10 days upon receipt of the proposal, it
shall be

regarded that the board of directors can not or fails to perform
the duty of convening sessions of the general assembly of
shareholders, and the board of supervisors may convene and
preside over the session by itself.

article 9 the shareholders that solely or collectively hold 10%
or more shares of a company has the right to propose the
board of directors to hold a temporary session of the general
assembly of shareholders, and shall put forward the proposal
to the board of directors in written form. the board of directors
shall, in accordance with the laws, administrative regulations
and the articles of association of the company, give a written
reply on whether to hold a temporary session or not within 10
days upon receipt of the proposal.

if the board of directors agrees to hold a temporary session of
the general assembly of shareholders, it shall send out a
notice within 5 days after the resolution of the board of
directors is made; if it makes any change to the original
proposal in the notice, it shall obtain the consent of the
relevant shareholders.

if the board of directors does not agree to hold a temporary
session or fails to give feedback within 10 days upon receipt of
the proposal, the shareholders that solely or collectively hold
10% or more shares of the company shall have the right to
propose the board of supervisors to hold a temporary session
of the general assembly of shareholders, but shall put forward
the request to the board of supervisors in written form.

if the board of supervisors agrees to hold a temporary session
of the general assembly of shareholders, it shall send out a
notice within 5 days upon receipt of the request; if it makes
any change to the original proposal in the notice, it shall obtain
the consent of the relevant shareholders.

if the board of supervisors fails to send out a notice on the
temporary session within the prescribed time limit, it shall be
regarded that the board of supervisors will not convene or
preside over the session, and the shareholders that solely or
collectively hold 10% or more shares of the company for
consecutively 90 or more days may hold or preside over the
session by themselves.

article 10 where the board of supervisors or shareholders
decide to convene the general assembly of shareholders by
itself/themselves, it/they shall send out a written notice to the
board of directors, and shall put on the records of the
dispatched office of csrc and the stock exchange.

before the resolution of the general assembly of shareholders
is announced, the proportion of the summoning shareholders
shall be no less than 10%.

the board of supervisors or shareholders that convene the
meeting shall, when sending out a notice on meeting and
circulating an announcement on the resolution of the general
assembly of shareholders, submit the relevant certification
materials to the dispatched office of csrc at the locality of the
company and the stock exchange.

article 11 in respect to the general assembly of shareholders
convened by the board of supervisors or shareholders on
its/their own initiative, the board of directors and its secretary
shall show cooperation. the board of directors shall provide
the register of shareholders on the date of equity registration,
otherwise, the convener may apply to the securities
registration and clearing institution for it upon the strength of
the relevant announcement of the notice on convening the
general assembly of shareholders. the register of shareholders
offered to the convener shall not be used for other purposes
except for the general assembly of shareholders.

article 12 the expenses necessary for holding the general
assembly of shareholders convened by the board of
supervisors or shareholders shall be borne by the listed
company.

chapter iii proposal and notification of the general assembly
of shareholders

article 13 the contents of a proposal shall be determined by
the general assembly of shareholders, have definite topics and
specific matters for resolution, and shall be in line with the
laws, administrative regulations and the articles of association
of the company.

article 14 the shareholders that solely or collectively hold 3%
or more of the shares of a company may put forward a
temporary proposal and submit it to the convener in written
form within 10 days before the meeting is held. the convener
shall issue a supplementary notice on the meeting and
announce the contents of the temporary proposal within 2
days upon receipt of the aforesaid proposal.

unless it is prescribed by the preceding paragraph, the
convener shall, after sending out a notice on a session of the
general assembly of shareholders, not amend the proposal as
mentioned in the aforesaid notice or add any new proposal.

the general assembly of shareholders shall not vote on or
make a resolution for any proposal that is not listed in the
notice on the general assembly of shareholders or that is
inconsistent with article 13 of these rules.

article 15 the convener shall, within 20 days before holding an
annual session of the general assembly of shareholders, notify
all the shareholders in the form of announcement, and shall,
within 15 days before holding a temporary session of the
general assembly of shareholders, notify all the shareholders
in the form of announcement.

article 16 the notice or supplementary notice on holding a
session of the general assembly of shareholders shall
thoroughly and completely disclose the specific contents of all
the proposals as well as all the materials or explanations
necessary for the reasonable judgment of the matters to be
discussed by the shareholders. in case the opinions of an
independent director are necessary for any matter to be
discussed, the opinions and the reasons of the independent
director shall also be disclosed when the notice or
supplementary notice on convening the general assembly of
shareholders is sent out.

article 17 in case the general assembly of shareholders plans
to discuss the election of directors or supervisors, the notice
on convening the general assembly of shareholders shall fully
disclose the detailed information about the candidates for
directors or supervisors at least in the following aspects:

(1)educational background, work experiences, concurrent
positions, and other personal information;

(2)whether he has any connected relation with the listed
company, controlling shareholders or actual controllers;

(3)the amount of shares of the listed company one holds; and

(4)whether one has been subjected to the punishment of the
csrc or any other relevant department or the reprimand of the
stock exchange.

except for the directors or supervisors that are elected by way
of cumulative voting system, a single proposal shall be put
forward for each candidate for directors or supervisors.

article 18 the notice on convening the general assembly of
shareholders shall indicate the time and place of the meeting
and specify the date of equity registration. the interval between
the date of equity registration and the date of meeting shall be
no more than 7 working days. once the date

of equity registration is specified, it shall not be changed.

article 19 after the notice on convening the general assembly
of shareholders is sent out, the session of the general
assembly of shareholders shall not be postponed or cancelled
and the proposal listed in the notice on the general assembly
of shareholders shall not be cancelled without justifiable
causes. in the case of any circumstance for postponement or
cancellation of the meeting, the convener shall make an
announcement and explain the reasons at least 2 working days
before the date for the planned session of the general
assembly of shareholders.

chapter iv holding of a session of the general assembly of
shareholders

article 20 a listed company shall hold the sessions of the
general assembly of shareholders at its domicile or the place
prescribed in its articles of association.

the meetings of the general assembly of shareholders shall be
held at a meeting place in the form of live meeting. a listed
company may use the network which is safe, economical and
convenient or by any other means for its shareholders to
conveniently participate in sessions of the general assembly of
shareholders. the shareholders that participate in the meetings
of the general assembly of shareholders by any aforesaid
means shall be regarded as having attended the meeting.

a shareholder may personally attend the meetings of the
general assembly of shareholders and exercise his right to
vote, or may entrust any other to attend the meetings and
exercise the right to vote within the scope of authorization.

article 21 where a listed company uses the network or any
other means to hold meetings of the general assembly of
shareholders, it shall clearly state the time of voting and the
procedures for the shareholders to vote through network or by
other means.

the voting through network or by other means for the general
assembly of shareh

olders shall be started no earlier than 3: 00 p.m. on the day
before the live meeting of the general assembly of
shareholders is held and no later than 9: 30 a.m. on the day
when the live general assembly of shareholders is held, and
shall be concluded no earlier than 3: 00 p.m. on the day when
the live general assembly of shareholders ends.

article 22 the board of directors or any other convener shall
take necessary measures to guarantee the normal order of the
general assembly of shareholders, and shall take measures to
deter any act of disturbing the general assembly of
shareholders, picking quarrels and provoking troubles or
damaging the lawful rights and interests of any shareholder,
and shall timely report it to the relevant department for
investigation and punishment.

article 23 all the shareholders or their agents registered on the
date of equity registration shall be entitled to attend the
meetings of the general assembly of shareholders, and the
listed company or the convener shall not refuse them under
any pretext.

article 24 a shareholder shall attend the meetings of the
general assembly of shareholders upon the strength of his
stock account certificate, identification card or any other valid
certificates or proof that can prove his identity, and an agent
shall also submit the letter of attorney issued by the
shareholder as well as his own valid identification card.

article 25 the convener and lawyer shall jointly assess the
validity of the shareholders’ qualifications in light of the
shareholders’ register provided by the securities clearing and
settlement institution, and shall register the names of the
shareholders as well as the amount of

【篇二：上市公司临时公告格式】



第一条

为规范上市公司和相关信息披露义务人的信息披露行为
,
根据
《中华人民共和国公司法 》、《中华人民共和国证券法》和《上海
证券交易所股票上市规则
(2012
年修订< br>)
》
(
以下简称《股票上市规
则》
)
等相关法律、行 政法规、部门规章
,
制定本备忘录。


第二条

上市公司和相关信息披露义务人应按照本备忘录附件规定的
公告格式指引编制临时报告。临时报告不属于 公告格式指引范围的
,
应按照相关法律、行政法规、部门规章以及《股票上市规则》等规
范性文件的要求编制
,
必要时可参考相关公告格式指引的要求。


第三条

上市公司和相关信息披露义务人应当在其编制的临时报告中
声明:
保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗
漏
,
并对 其内容的真实性、准确性和完整性承担个别及连带责任。如
相关人员对临时报告内容的真实性、准确性和 完整性无法保证或存
在异议的
,
公司应当在公告中作特别提示。


第四条

上市公司和相关信息披露义务人编制临时报告
,
除应遵守本 备
忘录的要求外
,
还应当根据法律、行政法规、部门规章、其他规范性
文件、 《股票上市规则》以及本所其他规定
,
及时、公平地披露信息
,
并保证所披露 信息的真实、准确、完整。如上市公司及相关信息披
露义务人未按照现行有效的法律、行政法规、部门规 章和其他规范
性文件履行信息披露义务的
,
应当自行承担相应的法律责任。


第五条

本备忘录自发布之日起施行。


附件
:
临时公告格式指引
(2002
年实施
,2007
年第一次 修订
,2008
年第
二次修订
,2009
年第三次修订
,2 010
年第四次修订
,2012
年第五次修
订
)


临时公告格式指引


目录


第一号

上市公司收购、出售资产公告
... 1


第二号

上市公司取得、转让矿业权公告
... 9