【導(dǎo)讀】廣汽集團(tuán)公司章程(英文版)

　　

【正文】 being approved in accordance with the provisions of these Articles of Association, be conducted in accordance with the procedures stipulated by relevant laws and administrative regulations of the State. Article 26 In accordance with the provisions of the Articles of Association, the Company may reduce its registered capital. The Company must prepare a balance sheet and an inventory of assets when it reduces its registered capital. The Company shall notify its creditors within ten (10) days from the date of the Company’s resolution on reduction of registered capital and shall publish an announcement at least three (3) times in the newspaper within thirty (30) days from the date of such resolution. A creditor has the right, within thirty (30) days of receiving the notice from the Company or, in the case of a creditor who does not receive the notice, within fortyfive (45) days from the date of the first announcement, to require the Company to repay its debt or provide a corresponding guarantee for such debt. The registered share capital of the Company following the reduction of capital shall not fall below the minimum statutory requirement. Article 27 The Company may, in accordance with the procedures set out in the Articles of Association and with the approval of the department as authorized by the State Council, repurchase its Articles of Association outstanding shares under the following circumstances: (1) cancellation of shares for the purpose of reducing its capital。 (2) merging with another pany that holds shares in the Company。 (3) granting shares to the Company’s directors, members of the senior management and other employees as designated by the Board of the Company as incentives。 (4) acquiring shares held by shareholders who vote against any resolution proposed in any general meeting on the merger or division of the Company upon their request。 (5) other circumstances as permitted by laws and administrative regulations. The Company shall not engage in the trading of its shares save for the circumstances specified above. After the purchase by the Company of its shares pursuant to the circumstances described under the first paragraph of this Article, shares purchased under subparagraph (1) shall be cancelled within ten (10) days from the date of acquisition。 under the circumstances described in sub paragraphs (2) and (4), the shares shall be transferred or cancelled within six (6) months. Shares purchased by the Company under subparagraph (3) of the first paragraph of this Article shall not exceed 5% of the total number of shares of the Company in issue。 payment by the Company for purchase shall be made out of the aftertax profit of the Company。 and the shares purchased shall be transferred to the employees within one (1) year. Article 28 The Company may, with the approval of the examining and approval department authorized by the State Council for repurchasing its shares, conduct the repurchase in one of the following manners: (1) to make an offer of repurchase to all of its shareholders in the same proportion。 (2) to repurchase shares through public trading on a stock exchange。 (3) to repurchase through an offmarket agreement。 (4) other means as permitted by the laws, administrative regulations and the examining and approval department authorized by the State Council. Article 29 Where the Company repurchases its shares through an offmarket agreement, it shall seek prior approval of the shareholders at general meeting in accordance with the Articles of Association. The Company may release or vary a contract so entered into by the Company or waive any of its rights thereunder with prior approval by shareholders at general meeting obtained in the same manner. The contract to repurchase shares as referred to in the preceding paragraph includes, but not limited to, an agreement to bee obliged to repurchase or to acquire the right to repurchase shares. The Company shall not assign a contract for repurchasing its shares or any of its rights thereunder. Article 30 Where the Company has the power to repurchase redeemable shares, repurchases Articles of Association not made through the market or by tender shall be limited to a maximum price。 if repurchases are made by tender, invitation for tenders shall be made to all shareholders alike. Article 31 Shares repurchased in accordance with the laws by the Company shall be cancelled within the period prescribed by laws and administrative regulations, and the Company shall apply to the original pany registration authority for