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					               ANHUI EXPRESSWAY COMPANY LIMITED
                    ARTICLES OF ASSOCIATION


             CHAPTER 3 SHARES AND REGISTERED CAPITAL


Article 17   The Company shall at all times have ordinary shares. The Company may, in
             accordance with its requirements and upon the approval of the companies
             supervisory department authorised by the State Council, create other classes
             of shares.

             (Mandatory Provision 11)


             Shares issued by the Company shall be public, fair and justice. Shares of
Article 18   equal value enjoy equal rights and equal return.


Article 19   Shares issued by the Company shall have a nominal value. Each share shall
             have a nominal value of RMB1.

             (Mandatory Provision 12)


Article 20   The Company may issue shares to domestic investors and foreign investors
             upon the approval of the securities regulatory department of the State
             Council.

             For the purposes of the preceding paragraph, “foreign investors” means
             investors from a territory outside the PRC or the territories of Hong Kong,
             Macau and Taiwan who subscribe for shares issued by the Company;
             “domestic investors” means investors from within the People’s Republic of
             China other than from the aforesaid territories who subscribe for shares
             issued by the Company.

             (Mandatory Provision 13)


Article 21   Shares issued by the Company to domestic investors which are subscribed
             for in Renminbi are called domestic shares. Shares issued by the Company
             to foreign investors which are subscribed for in foreign currencies are called
             foreign shares. Domestic which are listed inside the Mainland China are
             called domestic listed shares. Foreign shares which are listed overseas are
             called overseas listed foreign shares.

             (Mandatory Provision 14)


Article 22   The domestic shares of the Company are centralised to be held by China
             Securities Central Clearing and Registration Corporation Shanghai Branch.



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Article 23   The total number of ordinary shares which may be issued by the Company at
             the time of its establishment as approved by the State Restructuring
             Commission was 915,600,000 shares. Such 915,600,000 shares were issued
             to the promoter and represents 100 per cent of the total number of ordinary
             shares which could be issued by the Company. Such shares are held by
             Anhui Expressway Holding Corporation. According to the approval (Cai
             Guan Zi [1999] No. 156) issued by Ministry of Finance, AEHC signed the
             “Transfer of State-Owned Shares Contract” with Hua Jian Transportation
             Economic Development Center (“Huanjain Center”) on 21 January 2001,
             AEHC holds 538,740,000 shares of the Company, representing 58.84% of
             the total number of ordinary shares which could be issued by the Company;
             Huajian Center holds 376,860,000 shares of the Company, representing
             41.16% of the total number of ordinary shares which could be issued by the
             Company

             (Mandatory Provision 15)

Article 24   As approved by Zheng Wen Fa (1996) No.31 issued by the State Council
             Securities Commission on 9th October 1996, the Company issued
             493,010,000 overseas listed foreign shares (H Shares), to the foreign
             investors, which was listed on The Stock Exchange of Hong Kong Limited
             on 13th November 1996.

             As approved by Zheng Jian Zi (2002) No.124 issued by the China Securities
             Regulatory Committee on 6th November 2002, the Company issued
             250,000,000 domestic listed shares (A Shares) which was listed on The
             Stock Exchange of Shanghai on 7th January 2003.
             The structure of the share capital of the Company shall be: 1,658,610,000
             ordinary shares of which 538,740,000 shares are held by the promoter,
             Anhui Expressway Holding Corporation, 376,860,000 shares held by Hua
             Jian Transportation Economic Development Centre, 493,010,000 shares
             held by holders of overseas listed foreign shares and 250,000,000 held by
             holders of domestic listed shares. All shares are ordinary shares and ranking
             pari passu in all respect.

             (Mandatory Provision 16)


Article 25   Subject to the approval of such plan by the securities regulatory authority of
             the State Council, the board of directors of the Company may make
             arrangements for the implementation of its plan for the separate issues of
             overseas listed foreign shares and domestic shares.

             The Company's plan for the separate issues of overseas listed foreign shares
             and domestic shares may be implemented separately in accordance with the
             above provision within 15 months of the date of approval by the State
             Council Securities Commission.

             (Mandatory Provision 17)
Article 26   Of the total number of shares specified in an issue plan of the Company
             involving overseas listed foreign shares and domestic shares, each type of


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             shares shall be fully subscribed at one time. Where there are special
             circumstances which render it impossible for any type of shares to be fully
             subscribed at any one time, multiple issues may be made subject to the
             approval of the State Council Securities Commission.

             (Mandatory Provision 18)

Article 27   The registered capital of the Company RMB1,658,610,000.
             (Mandatory Provision 19)

Article 28   The Company may, in accordance with the procedures prescribed by these
             Articles, approve the increase of its share capital based on its business and
             development requirements.

             The following methods may be used by the Company to increase its capital:

             (1)    offering new shares to investors who are not selected on any
                    particular basis;

             (2)    placing new shares to existing shareholders;

             (3)    abonus issue of shares to existing shareholders; and

             (4)    any other method permitted under PRC laws and administrative
                    regulations.

             In increasing the capital of the Company through an issue of new shares, the
             Company shall, after obtaining approvals in accordance with the
             requirements of these Articles, implement the same in accordance with the
             procedures prescribed by relevant PRC laws and administrative regulations.
             (Mandatory Provision 20)

Article 29   Following an increase in capital, the Company shall register such increase
             with the companies registration authority and make a public announcement.

Article 30   Unless otherwise prescribed by law or administrative regulations, shares of
             the Company are freely transferable and are free from all liens.

             (Mandatory Provision 21; SEHK Listing Rules Appendix 3-1(2))




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posted:11/25/2011
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